This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including common questions facing boards of directors during the COVID-19 crisis, the status and procedures of Delaware state and federal courts amid the pandemic, the Delaware Supreme Court’s ruling in Salzberg v. Sciabacucchi, two Court of Chancery appraisal decisions following Aruba, Dell and DFC, and a Court of Chancery ruling that reaffirms bedrock principles of law governing relationships between parent and subsidiary corporations.
Skadden partner Edward Micheletti, who heads the litigation practice of the firm’s Wilmington office, answers common Delaware law questions facing boards of directors during the COVID-19 crisis.
While Delaware’s “stay at home” order remains in place amid the COVID-19 pandemic, the Delaware Supreme Court and Court of Chancery are still operational and legal services providers may continue to conduct business. Corporate litigation pending in Delaware continues with relatively minimal interruptions.
In Salzberg v. Sciabacucchi, the Delaware Supreme Court upheld the validity of corporate charter provisions designating federal courts as the exclusive forum for the litigation of claims under the Securities Act of 1933. The opinion may provide a tool for tempering the wave of state court 1933 Act claims post-Cyan.
In recent decisions, the Delaware Court of Chancery continued to follow the Delaware Supreme Court’s mandate from Aruba, Dell and DFC to rely on market-based metrics, when available, to determine fair value in appraisal cases.
On March 30, 2020, in The Chemours Company v. DowDuPont Inc., the Delaware Court of Chancery issued an important decision reaffirming bedrock principles of Delaware corporate and contract law governing the relationship between parent and subsidiary corporations.