In this issue, we recap significant developments in the Delaware courts affecting corporations, their boards and managements.
New Day, New Rules: Five Key Aspects of Amended DGCL Section 144 and Section 220
Delaware’s amended DGCL Sections 144 and 220 provide statutory safe harbors for conflicted transactions and clearly define what constitutes a company’s “books and records,” increasing predictability for Delaware companies.
Hindsight Is 20/20?: The Delaware Supreme Court Issues a 3-2 Split Decision Allowing Post-Demand Evidence to Be Admissible in Section 220 Actions
In Paramount, a divided Delaware Supreme Court held that post-demand evidence may be considered in Section 220 books and records actions only in exceptional, nonprejudicial circumstances on a case-by-case basis, a ruling that may shape credible-basis disputes in light of the 2025 amendments narrowing the scope of available records.
Waiting Is the Hardest Part: Delaware Supreme Court Rejects Activist Stockholders’ ‘As Applied’ Challenges to Advance Notice Bylaws With No Live Proxy Contest
The Delaware Supreme Court reaffirmed that stockholders’ attempts to bring “as applied” challenges to advance notice bylaws were not ripe in the absence of a concrete nomination dispute and when the stockholders alleged hypothetical concerns about how the bylaws might operate.
‘Setting the Standard’: Analyzing the Delaware Supreme Court’s Zantac Ruling on Expert Testimony Admissibility and the Potential Impact in the Delaware Courts
The Delaware Supreme Court’s Zantac decision clarifies that the proponent of expert testimony must prove admissibility by a preponderance of the evidence, rejecting any presumption of admissibility. Effects will likely predominantly be felt in the Superior Court.