Delaware Law Update
Tuesday, April 4, 2023
Clayton Hall, University of Delaware, Newark, DE
Delaware has seen developments over the past year – and is facing new open questions – in a number of areas of corporate law. The Panel discussed the following:
- The Court of Chancery for the first time applied oversight duties to officers in In re McDonald’s Corp. Stockholder Derivative Litigation, raising a host of questions for corporations and practitioners.
- Following the Court of Chancery’s decision in Garfield v. Boxed, Inc., which arose out of a de-SPAC transaction, the Court has been asked by other post-de-SPAC companies to validate hundreds of millions of shares of stock called into question by Garfield.
- The Court of Chancery set forth a new test for the independence of special committees under the MFW analysis, and that test is currently facing challenge in the Delaware Supreme Court.
- The General Assembly amended Section 102(b)(7) of Delaware’s General Corporation Law to allow exculpatory provisions for corporate officers, and the Court of Chancery is currently hearing challenges to early implementations of those exculpatory provisions.
The panel participants were:
- Corinne E. Amato, Director, Prickett, Jones & Elliott
- Rolin P. Bissell, Partner, Young Conaway Stargatt & Taylor
- Gary A. Bornstein, Partner, Cravath, Swaine & Moore
- Blake Rohrbacher, Director, Richards Layton & Finger (Moderator)
Materials:
- ””In re Lordstown Motors”: Providing Relief Form ‘Untold Chaos”, by Nathaniel J. Stuhlmiller and Daniel S. Barrow, Delaware Business Court Insider, March 1, 2023.
- “Amendments to the DGCL permit Officer Exculpation,” by John mark Zeberkiewicz and Robert B. Greco, Insights, vol. 36, no. 10, October 2022
- “Three Lessons From Three years of Post-‘Marchand’ Caselaw,” by Nathaniel J. Stuhlmiller and Brian T. M. Mammarella, Delaware Business Court Insider, November 16, 2022
- “Delaware Law Update” Bios