Delaware Adopts Significant Changes to Its General Corporation Law
On March 25, 2025, Delaware Gov. Matt Meyer signed into law significant changes to the Delaware General Corporation Law. These amendments provide greater clarity in a number of important areas that had been the subject of common law development, and they underscore Delaware’s commitment to deferring to the decisions of informed and disinterested directors and stockholders. They also reflect the Delaware legislature’s ability to respond promptly to judicial and market developments, which is one of many reasons Delaware has been the incorporation destination of choice for many years. (more…)
It Took Seven Years But PE Firm Proves No Conflict In Sale Transaction
In 2022, the Defendants in Manti Holdings, LLC v. The Carlyle Group Inc. lost a battle—the Delaware Court of Chancery denied their motion to dismiss claims of breaches of fiduciary duties in connection with the 2017 sale of Authentix Acquisition Company, which had been majority-owned by affiliates of a private equity firm. Earlier this month, following a week-long trial, they won the war when the court ruled for them on the remaining claims in the case.
All Roads Lead to Fair Price: The Tesla Decision
The Delaware Chancery Court’s recent post-trial decision in In re Tesla Motors, Inc. Stockholder Litigation, C.A. No. 12711-VCS (April 27, 2022), includes a helpful discussion of the importance of fair price when analyzing a transaction under the entire fairness analysis. There, Tesla stockholders brought claims against members of Tesla’s board of directors and Tesla’s CEO and controlling shareholder Elon Musk related to Tesla’s acquisition of SolarCity Corporation. (more…)
