Wednesday, March 23, 2022, 11:00 AM to 12:30 PM

@Clayton Hall, University of Delaware : 


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This program will consist of two roundtables that will focus on recent developments and emerging issues in Delaware law. 

“Board Oversight Liability Three Years After Marchand –What Has Changed? What Still May Change?”

In the three years following the Delaware Supreme Court’s decision in Marchand v. Barnhill, 212 A.3d 805 (2019), the Delaware Court of Chancery has considered several motions to dismiss in high-profile cases alleging that a public company board of directors had failed to exercise oversight duties, dismissing some cases and allowing other cases to go forward.   Do these decisions represent an expansion of oversight liability and a change in a director’s standard of conduct, a shift in pleading standards, or both?  Relatedly, what are stockholder plaintiffs focusing on in bringing oversight claims and what are board counselors advising directors about the board’s path forward following an unsuccessful motion to dismiss? The roundtable participants are:

  • Rolin Bissell, a Partner at Young, Conaway Stargatt & Taylor, LLP (Moderator)
  • Joel Friedlander, Partner, Friedlander & Gorris, P.A.
  • Meredith Kotler, Partner, Freshfields Bruckhaus Deringer
  • Blake Rohrbacher, Director, Richards Layton & Finger


“Recent Delaware Perspectives on Special Committees and  SPACs”

This panel will discuss two separate, but potentially related topics.  First, special committees:  the Delaware Court of Chancery continues to provide key guidance on the effective use of special committees, including in the context of “controller” transactions. Recent cases not only explore the attributes of a well-functioning committee process (and implications for the applicable standard of judicial review), but provide further evolving insight into what may constitute a “controller” under Delaware law.  Second, SPACs:  in a highly anticipated opinion, the Court of Chancery recently declined to dismiss In re MultiPlan Corp. Stockholders Litigation, providing a window into how the Court might assess future litigation over de-SPACing transactions.  The opinion has given rise to many “take-aways” and questions, including what role, if any, special committees might play going forward in order to mitigate risk in this new area of litigation.  The roundtable participants are:

  • Jennifer Voss, a Partner at Skadden, Arps, Slate, Meagher & Flom LLP (Moderator)
  • A. Thompson Bayliss – Abrams & Bayliss LLP
  • Mark Lebovitch, Partner, Bernstein Litowitz Berger & Grossmann LLP
  • Patricia Vella, Partner, Morris, Nichols, Arsht & Tunnell LLP


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