In February, in an offshoot of the dwindling SPAC boom, the Delaware Court of Chancery dismissed a shareholder derivative lawsuit in In re Skillsoft Stockholders Litigation, No. 2023-1179-JTL (Feb. 7, 2025). Notably, Vice Chancellor J. Travis Laster dismissed the case even though it evaluated the transaction under the demanding entire fairness standard. The court recently denied the plaintiffs’ motion for reargument, briefly noting that it “did not misapprehend any issue of fact or law.” In re Skillsoft Stockholders Litigation, No. 2023-1179-JTL (Mar. 27, 2025). (more…)
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00Deepa A. Charihttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngDeepa A. Chari2025-04-08 10:18:332025-04-08 10:18:33Court of Chancery Issues Rare Pre-Discovery Dismissal of Entire Fairness Claim
Vice Chancellor Laster’s opinion in In re Dura Medic Holdings, Inc. is a helpful reminder of potentially bespoke equitable remedies available for breaches of fiduciary duties. The case involved claims brought by a co-founder of Dura Medic, Inc. (“Dura Medic” or “Company”) against affiliates of Comvest, a private equity backer that acquired Dura Medic in 2018 through subsidiary affiliates. The claims focused in particular on Comvest’s subsequent extension of debt and equity financing to the Company without approval by disinterested and independent decisionmakers. Ultimately, the Delaware Court of Chancery held that these controller-interested transactions implicated the entire fairness standard, that Comvest failed to satisfy it (and therefore breached fiduciary duties as a controlling stockholder). This led the Court to hold that Comvest’s financings were equitably subordinated to the Seller Note. (more…)
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2024/10/MN-24015-Enhanced-Scrutiny-Blog-Imagery-Refresh_11.jpg606833Connor P. Wisehttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngConnor P. Wise2025-04-03 09:00:012025-04-02 15:00:45Controller’s Breach of Fiduciary Duties Leads To Novel Remedy
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…)
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00Paul L. Choihttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngPaul L. Choi2025-04-01 10:25:402025-04-01 10:29:20Delaware Adopts Significant Changes to Its General Corporation Law
Securities class actions against life sciences companies are mostly second-order problems. The first-order problem is a business or regulatory setback that, when disclosed by the company or a third party, triggers a stock price decline. Following the decline, plaintiffs’ class-action attorneys search the company’s previous public statements and seek to identify inconsistencies between past positive comments and the current negative development. In most cases, plaintiffs’ attorneys then seek to show that any arguable inconsistency amounts to fraud—that is, they will claim that the earlier statement was knowingly or recklessly false or misleading. When the challenged statement appears in a public offering document (that is, a registration statement or prospectus), plaintiffs need only show that the statement was materially false or misleading, not that it was made with scienter or caused their losses.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2025/03/MN-25980-Securities-Class-Actions-in-the-Life-Sciences-Sector-Survey-2024-Imagery_600x400.jpg400600Sara B. Brodyhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngSara B. Brody2025-03-28 11:03:122025-03-28 12:20:46Securities Litigation Against Life Sciences Companies: 2024
Forming and operating SCs and SLCs requires careful consideration of various legal, practical, and strategic factors. Here are six key things general counsels should be aware of.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00Hille R. Sheppardhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngHille R. Sheppard2025-03-04 09:03:502025-03-03 17:10:37Six Things to Know About Special Committees and Special Litigation Committees
The Delaware Supreme Court’s February 4, 2024 decision in Maffei (TripAdvisor) v. Palkon has substantially reduced procedural friction for Delaware corporations considering reincorporation in other states. It reversed the Court of Chancery’s ruling that denied TripAdvisor’s motion to dismiss and comes nearly a year after TripAdvisor’s interlocutory appeal was accepted. As Sidley’s Jim Ducayet and Deepa Chari wrote last May, the appeal’s acceptance despite the Court of Chancery’s refusal to certify its ruling for interlocutory appeal demonstrated the Delaware Supreme Court’s “willingness to step in … to ensure the coherence and predictability of corporate governance.” This month’s decision affirms Delaware’s commitment to predictability and underscores that a clear day decision to reincorporate elsewhere should be protected by the business judgment rule.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2025/02/MN-18360_Updated-Enhanced-Scrutiny-Blog-imagery_833x606_26.jpg606833Yolanda C. Garciahttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngYolanda C. Garcia2025-02-27 11:47:202025-02-27 11:47:20“Clear Day” Corporate Travel Gets Green Light From Delaware Supreme Court
Over the past few years, the legal landscape surrounding diversity, equity and inclusion (“DEI”) has undergone significant changes. The landmark SFFA v. Harvard decision prohibiting the use of race‑based considerations in college admissions has contributed to the emergence of a vocal anti-DEI movement. More recently, companies are facing challenges in light of executive orders and anti-DEI campaigns by shareholder proponents and activists that have cast doubt over the future of DEI. In order to navigate this evolving landscape, companies must understand the implications of these events and how to address them.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00Justin C. Nowellhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngJustin C. Nowell2025-02-21 09:05:262025-02-20 17:21:26Sidley Discusses the Evolving Corporate Diversity, Equity, and Inclusion Landscape
Court of Chancery Issues Rare Pre-Discovery Dismissal of Entire Fairness Claim
In February, in an offshoot of the dwindling SPAC boom, the Delaware Court of Chancery dismissed a shareholder derivative lawsuit in In re Skillsoft Stockholders Litigation, No. 2023-1179-JTL (Feb. 7, 2025). Notably, Vice Chancellor J. Travis Laster dismissed the case even though it evaluated the transaction under the demanding entire fairness standard. The court recently denied the plaintiffs’ motion for reargument, briefly noting that it “did not misapprehend any issue of fact or law.” In re Skillsoft Stockholders Litigation, No. 2023-1179-JTL (Mar. 27, 2025). (more…)
Deepa A. Chari
Chicago
dchari@sidley.com
Ian M. Ross
Miami
iross@sidley.com
Controller’s Breach of Fiduciary Duties Leads To Novel Remedy
Vice Chancellor Laster’s opinion in In re Dura Medic Holdings, Inc. is a helpful reminder of potentially bespoke equitable remedies available for breaches of fiduciary duties. The case involved claims brought by a co-founder of Dura Medic, Inc. (“Dura Medic” or “Company”) against affiliates of Comvest, a private equity backer that acquired Dura Medic in 2018 through subsidiary affiliates. The claims focused in particular on Comvest’s subsequent extension of debt and equity financing to the Company without approval by disinterested and independent decisionmakers. Ultimately, the Delaware Court of Chancery held that these controller-interested transactions implicated the entire fairness standard, that Comvest failed to satisfy it (and therefore breached fiduciary duties as a controlling stockholder). This led the Court to hold that Comvest’s financings were equitably subordinated to the Seller Note. (more…)
Connor P. Wise
Law Clerk
connor.wise@sidley.com
Alex J. Kaplan
New York
akaplan@sidley.com
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…)
Paul L. Choi
Chicago
pchoi@sidley.com
Jim Ducayet
Chicago
jducayet@sidley.com
David Grubman
New York
david.grubman@sidley.com
J. Mark Metts
Houston
mmetts@sidley.com
Charlotte K. Newell
New York
cnewell@sidley.com
Kristen Seeger
Chicago
kseeger@sidley.com
Anika Hermann Bargfrede
Chicago
abargfrede@sidley.com
Securities Litigation Against Life Sciences Companies: 2024
Securities class actions against life sciences companies are mostly second-order problems. The first-order problem is a business or regulatory setback that, when disclosed by the company or a third party, triggers a stock price decline. Following the decline, plaintiffs’ class-action attorneys search the company’s previous public statements and seek to identify inconsistencies between past positive comments and the current negative development. In most cases, plaintiffs’ attorneys then seek to show that any arguable inconsistency amounts to fraud—that is, they will claim that the earlier statement was knowingly or recklessly false or misleading. When the challenged statement appears in a public offering document (that is, a registration statement or prospectus), plaintiffs need only show that the statement was materially false or misleading, not that it was made with scienter or caused their losses.
(more…)
Sara B. Brody
San Francisco, Palo Alto
sbrody@sidley.com
Sarah A. Hemmendinger
San Francisco
shemmendinger@sidley.com
Francesca E. Brody
New York
fbrody@sidley.com
Robin E. Wechkin
Seattle
rwechkin@sidley.com
Zarine L. Alam
San Francisco
zalam@sidley.com
Six Things to Know About Special Committees and Special Litigation Committees
Forming and operating SCs and SLCs requires careful consideration of various legal, practical, and strategic factors. Here are six key things general counsels should be aware of.
(more…)
Hille R. Sheppard
Chicago
hsheppard@sidley.com
Elizabeth Y. Austin
Chicago
laustin@sidley.com
Daniel Epstein
“Clear Day” Corporate Travel Gets Green Light From Delaware Supreme Court
The Delaware Supreme Court’s February 4, 2024 decision in Maffei (TripAdvisor) v. Palkon has substantially reduced procedural friction for Delaware corporations considering reincorporation in other states. It reversed the Court of Chancery’s ruling that denied TripAdvisor’s motion to dismiss and comes nearly a year after TripAdvisor’s interlocutory appeal was accepted. As Sidley’s Jim Ducayet and Deepa Chari wrote last May, the appeal’s acceptance despite the Court of Chancery’s refusal to certify its ruling for interlocutory appeal demonstrated the Delaware Supreme Court’s “willingness to step in … to ensure the coherence and predictability of corporate governance.” This month’s decision affirms Delaware’s commitment to predictability and underscores that a clear day decision to reincorporate elsewhere should be protected by the business judgment rule.
(more…)
Yolanda C. Garcia
Dallas
ygarcia@sidley.com
Mason Parham
Dallas
mparham@sidley.com
Dunn Westhoff
Dallas
dwesthoff@sidley.com
Sidley Discusses the Evolving Corporate Diversity, Equity, and Inclusion Landscape
Over the past few years, the legal landscape surrounding diversity, equity and inclusion (“DEI”) has undergone significant changes. The landmark SFFA v. Harvard decision prohibiting the use of race‑based considerations in college admissions has contributed to the emergence of a vocal anti-DEI movement. More recently, companies are facing challenges in light of executive orders and anti-DEI campaigns by shareholder proponents and activists that have cast doubt over the future of DEI. In order to navigate this evolving landscape, companies must understand the implications of these events and how to address them.
(more…)
Justin C. Nowell
New York
jnowell@sidley.com
Kristen L. Mitsinikos
Law Clerk
kristen.mitsinikos@sidley.com
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Andrew W. Stern
astern@sidley.com
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Jim Ducayet
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Yolanda C. Garcia
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James Heyworth
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Alex J. Kaplan
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Jodi E. Lopez
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Ian M. Ross
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Robert S. Velevis
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