Following the Delaware Supreme Court decision in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015), the Delaware courts have clarified and extended the application of the decision. In Corwin, the Delaware Supreme Court affirmed the Court of Chancery’s ruling that the business judgment rule is the appropriate standard of review for a merger…

In In re Wal-Mart Stores, Inc. Delaware Derivative Litigation, 2016 WL 2908344 (Del. Ch. May 13, 2016), the Court of Chancery, applying Arkansas law, held that plaintiff stockholders were precluded from arguing demand futility in a derivative action filed in Delaware because the same issue had already been fully litigated and decided in an Arkansas court…

In CDX Holdings, Inc. v. Fox, 141 A.3d 1037 (2016), the Delaware Supreme Court, applying a “clearly erroneous” standard of review, deferred to the Court of Chancery’s findings of fact and upheld the Court of Chancery’s determination that a corporation breached its stock option plan in connection with a spinoff and merger transaction. Caris Life Sciences,…

In The Huff Energy Fund, L.P. v. Gershen, 2016 WL 5462958 (Del. Ch. Sept. 29, 2016), the Court of Chancery rejected a significant stockholder’s claim that the implementation and adoption of a plan of dissolution was subject to enhanced scrutiny under Revlon and Unocal. Furthermore, finding that the adoption of the plan of dissolution…

In Sandys v. Pincus, — A.3d —-, 2016 WL 7094027 (Del. Dec. 5, 2016), the Delaware Supreme Court reversed the Court of Chancery’s dismissal of a derivative suit for failure to plead demand excusal, holding that plaintiff had pled facts, including co-ownership of an airplane and interlocking business relationships, that created a pleading-stage reasonable doubt as…

In Solak v. Sarowitz, 2016 WL 7468070 (Del. Ch. Dec. 27, 2016), the Court of Chancery denied in part a motion to dismiss a declaratory judgment and breach of fiduciary duty action challenging a fee-shifting bylaw adopted by the board of directors of Paylocity Holding Corporation (“Paylocity” or the “Company”). The Court rejected a ripeness challenge…

In Pell v. Kill, 135 A.3d 764 (Del. Ch. 2016), the Court of Chancery granted a preliminary injunction enjoining the implementation of a plan to reduce the size of a classified board and to reduce the number of directors in the class of directors standing for election at the next annual meeting that was adopted to…

This Note presents a wide-ranging legal, political, and strategic examination of the International Criminal Court and its successful landmark prosecution of Ahmad Al Faqi Al Mahdi in late 2016. The unprecedented Al Mahdi case furthers the mission and power of the international community to protect cultural heritage, prevent crimes against humanity, and prevent war crimes,…

This Checklist outlines issues a tenant shouldconsider before signing its office lease. ThisChecklist also provides useful information for atenant negotiating its office lease. This Checklistdoes not address relevant state and local law.State and local laws may require additionalmatters to be considered by the tenant before itfinalizes its lease, but the information containedin this resource is useful…