Not All Facial Challenges Are Ripe
Summer 2025
Publication| Corporate & Chancery Litigation| Corporate Governance| Corporate Transactions| Mergers & Acquisitions| Transactional Committees
Delaware cases resolving facial challenges to corporate governance provisions, coupled with the ensuing wave of stockholder demands and litigation that followed, may have led some to overlook the issue of ripeness in connection with facial challenges. But historically, Delaware has taken a principled approach to ripeness and emphasized its importance in this context. This article reviews more than a decade of recent Delaware cases resolving facial challenges, and the case-specific factors that rendered underlying challenges ripe in those circumstances, to conclude that those cases have not departed from Delaware’s traditionally cautious approach, which continues to extend to facial challenges involving Delaware corporations.