Court of Chancery Confirms No Price-Maximization Duty on Public Benefit Corporation Directors
In Drakes Landing Associates, L.P. v. Tilden Park Capital Management, L.P. (Del. Ch. July 29, 2026), the Delaware Court of Chancery confronted an issue of first impression: how, if at all, the Revlon enhanced-scrutiny framework applies when the board of a public benefit corporation (“PBC”) navigates a change-of-control transaction. Revlon directs a board, in a sale-of-control scenario, to obtain the best price reasonably available for stockholders. However, under Section 365(a) of the Delaware General Corporation Law (“DGCL”), directors of a PBC are statutorily obligated to balance stockholders’ pecuniary interests against the interests of other stakeholders and the corporation’s stated public benefit when conducting corporate business.
Zync v. Porsche: Omissions in Hydrogen Bombs and Corporate Filings
Vice Chancellor Laster begins his May 26, 2026 opinion in the Zync, Inc. v. Porsche Investments Management, S.A. case with a Cold War era tale of a malfunctioning safety switch that prevented a hydrogen bomb from exploding over Goldsboro, North Carolina. He invokes this story to show the great importance some omissions can have. The opinion then goes on, however, to find that not all omissions are quite so meaningful and some omissions are insufficient to establish personal jurisdiction.
Facts, Not Labels: The Limits of Delaware Notice Pleading
In Caerus Group, LLC v. Chemicar Europe NV, No. 2025-0393-BWD, 2026 WL 668208 (Del. Ch. Mar. 10, 2026), the Delaware Court of Chancery issued a strong reminder that notice pleading does not mean no pleading. Vice Chancellor David dismissed claims arising out of a failed automotive-products joint venture because the pleadings substituted conclusions and speculations for facts and therefore could not pass muster under Rule 12(b)(6). Chemicar underscores that the Court of Chancery will closely scrutinize the level of factual detail provided in determining whether a complaint is viable or merely a conclusory grievance, particularly where standards like entire fairness, gross negligence, or knowing participation are in play. (more…)
Delaware Court of Chancery Finds No “Truth” to Minority Shareholder’s Allegations of a Lock-Up Conspiracy by Truth Social Operator, But Does Not Reach Presidential Immunity
In September, the Delaware Court of Chancery dismissed a lawsuit by minority shareholder United Atlantic Ventures, LLC (“UAV”) against Trump Media and Technology Group Corp. (“TMTG”), the operator of social media platform Truth Social, and several other individual Defendants, including President Donald Trump, Devin Nunes, Donald Trump Jr., and Kash Patel. In the 55-page opinion, Vice Chancellor Will found that the Court of Chancery need not decide whether the case should be stayed based on presidential immunity, because all of the claims were incompatible with Delaware law, insufficiently pled “conspiracy theories,” or better suited for Florida state court.
Potential Control Won’t Do: Court of Chancery Confirms Common Law Standards for Actual Control Regarding Challenged Transactions
Recently, in Witmer v. Armistice Capital, LLC, Delaware’s Court of Chancery dismissed a stockholder plaintiff’s derivative suit against Armistice Capital, LLC, a large investor in Aytu Biopharma, Inc., for, among other things, purported breaches of fiduciary duty and aiding and abetting fiduciary breaches, in connection with two transactions for which the plaintiff alleged Aytu overpaid, the investor improperly benefited, and the investor exercised control.
With a Fresh Look at the Facts in Columbia Pipeline, the Delaware Supreme Court Continues to Narrow Aiding and Abetting Liability for Acquirers
On June 17, 2025, the Delaware Supreme Court for the second time in six months reversed a post-trial damages award against an acquiring company accused of aiding and abetting breaches of fiduciary duty by target company management. The June 17 decision is In re Columbia Pipeline Group, Inc., Merger Litigation, 2025 WL 1693491 (Del. June 17, 2025). The earlier decision is In re Mindbody, Inc. Stockholder Litigation, 332 A.3d 349 (Del. 2024).
