Insights: The Delaware Edition

Skadden Publication

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.

Q&A: Directors’ Delaware Law Questions During the Pandemic

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.

Checking In With Delaware Courts Amid 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.

Delaware Supreme Court Upholds Validity of Provisions Designating Federal Courts as Exclusive Forum of 1933 Act Claims

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.

Court of Chancery Continues To Rely on Market-Based Metrics in Appraisal Decisions

In recent decisions, the Delaware Court of Chancery continued to follow the Delaware Supreme Court’s mandate from ArubaDell and DFC to rely on market-based metrics, when available, to determine fair value in appraisal cases.

Court of Chancery Dismisses Consent and Unconscionability Claims Challenging Contract Between Parent and Wholly Owned Subsidiary

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.

See full PDF version.