On January 8, the United States Senate passed H.R. 26, the “Terrorism Risk Insurance Program and Reauthorization Act of 2015,” which had already passed in the House of Representatives the previous day. The bill will now go to the President for his signature. The legislation extends by six years the terrorism insurance program, which has been…

In response to the public outcry over the death of millions of people in developing countries because of a lack of access to life-saving drugs, the World Trade Organization (WTO) recognized the need for developing countries to obtain pharmaceutical drugs at a reduced rate. However, the WTO received significant pushback from patent holders and pharmaceutical companies…

Delaware corporate law embraces a “board-centric” model of governance contemplatingthat, as a general matter, all directors will participate in a collective and deliberativedecision-making process. Rather than serving as a justification for a board majority to disempowerdirectors elected or appointed by or at the direction of a particular class or seriesof stock or an insurgent group—which we…

Although credit bidding — in which the secured creditor can credit bid the amount of its allowed claim in any sale of its collateral by its debtor — is acknowledged as being an important part of the secured creditor’s bundle of rights, some argue that in certain circumstances credit bidding can chill bidding or otherwise prevent…

Parties resisting a challenge to the confidential treatment of documents under Delaware Court of Chancery Rule5.1(f) must offer individualized, contemporaneous good cause for such treatment to ensure that confidentialitydesignations are maintained throughout litigation. For older documents, that showing must overcome a presumptionof “staleness” under Rule 5.1(f).…

In C&J Energy Services, Inc. v. City of Miami General Employees' and Sanitation Employees’ Retirement Trust, the Delaware Supreme Court reversed the Court of Chancery’s decision to grant an “unusual” 30-day preliminary injunction of the merger between C&J Energy Services, Inc., a Delaware corporation, and a division of Nabors Industries Ltd., a Bermuda company.

In In re Family Dollar Stores, Inc. Stockholder Litigation, the Court of Chancery declined to preliminarily enjoin the stockholder vote on the merger of Family Dollar Stores, Inc. and Dollar Tree, Inc., pursuant to which Dollar Tree would acquire Family Dollar for a combination of cash and Dollar Tree stock.

The Delaware Court of Chancery's ruling in Pontiac General Employees Retirement System v. Ballantine, is the most recent statement on so-called "dead hand" proxy puts—the provisions in credit agreements that trigger an acceleration of the borrower's indebtedness upon a change in amajority of its board within a specified timeframe.

In a fact-intensive, 76-page motion to dismiss opinion, the Delaware Court of Chancery largely denied the defendants’ motions to dismiss fraud claims arising out of the sale of Plimus, a private Delaware corporation, to Great Hill, a private equity fund.