Over the past nearly 25 years, Delaware has surged to become the forum of choice—and the Delaware statutory trust (DST) the entity of choice—for the formation of management companies registered or regulated under the Investment Company Act of 1940 (the 1940 Act). According to the Investment Company Institute (ICI), in the year 2000 approximately 15.2 percent…
On December 19, 2025, the Delaware Supreme Court issued its highly anticipated opinion in In re Tesla, Inc. Derivative Litigation, reversing the Chancery Court’s order of rescission and reinstating the 2018 incentive compensation package for CEO Elon Musk that Tesla’s stockholders had ratified. The Supreme Court found that the lower court’s remedy of equitable rescission, which…
Cyrulnik Fattaruso LLP and Richards, Layton & Finger, P.A. achieved a significant victory in the Delaware Supreme Court today for clients IDT Corporation, Howard Jonas, and the Patrick Henry Trust, with the Supreme Court affirming the Delaware Court of Chancery’s decision rejecting class action claims asserted on behalf of a class of former stockholders of Straight…
This article challenges the conventional wisdom that defendants in an entire fairness trial face an uphill battle by analyzing the outcomes of all entire fairness trials litigated to judgment in the Delaware Court of Chancery (and taking into account any appeals) in roughly the last 10 years. The statistics show that defendants fare surprisingly well despite…
On November 12, 2025, the Supreme Court of the State of Delaware affirmed the Court of Chancery’s decision in Newark Property Association, et al. v. State of Delaware, et al., 2025 WL 3041907 (Del. Ch. Oct. 30, 2025), in which the Court of Chancery held that House Bill 242 (“HB242”), which permits school property tax rates…
On October 30, 2025, in the decision of Newark Property Association, et al. v. State of Delaware, et al., C.A. No. 2025-1031-LWW, the Delaware Court of Chancery has sided with the Defendants and ruled that House Bill 242 (“HB242”), which permits school property tax rates to temporarily be reset and differentiated between residential and non-residential properties,…
To protect the public’s right to engage in activities protected by the First Amendment without the threat of abusive, retaliatory litigation, Delaware Governor Matt Meyer signed Senate Bill 80 into law on September 15, 2025, enacting the Uniform Public Expression Protection Act (the “Act”) to provide greater protections against strategic lawsuits against public participation, or “SLAPP.”…
In a significant move, the U.S. Securities and Exchange Commission issued a no-action letter advising that it will not recommend enforcement action in respect of Exxon Mobil Corporation’s proposed “Retail Voting Program.” Exxon’s novel Retail Voting Program would be offered to all retail investors at no cost on an opt-in basis, allowing retail investors to grant…
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…
Dating back to In re Johns-Manville Corp., et al., Case No. 82-11656 (CGM) (Johns-Manville), the bankruptcy process has provided companies with useful tools for addressing current and future mass tort liability in a centralized forum. Indeed, Chapter 11 has been used as a means for addressing mass tort liabilities related to, among other things,…