Five Delaware Cases All Venture Capital Players Should Know

Now and then this blog publishes compendiums of bedrock decisions and key principles of which M&A and Corporate Governance practitioners, and their clients, should be aware (e.g., here and here).  This post takes the opportunity to highlight five relatively recent and important decisions that have shaped Delaware legal practice and discourse involving venture capital investment.  Counsel representing investors and other players in emerging growth companies should familiarize themselves with this digest.

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Delaware Chancery Court Examines Independence of Board Members Nominated by Activist Investors

A recent Court of Chancery decision may signal increased scrutiny of the independence of directors repeatedly placed on boards by activist investors.

On May 26, 2022, Vice Chancellor Laster issued the first installment of a two-part decision denying the motions to dismiss filed in Goldstein v. Denner. The litigation is grounded in the decision made by the board of directors of Bioverativ, Inc. (the “Company”) to merge with Sanofi S.A (“Sanofi”). (more…)