Twitter v. Musk: Will the Court of Chancery Break New Ground in Delaware Corporate Law?
By: Margaret K. Ryder, Evan Brown, Demetrius Davis, Austin R. Niggebrugge, and Katherine R. WelchAdditional Research: Megan Hartshorn […]
Professor J.S. Nelson Delivers 36th Annual Francis G. Pileggi Distinguished Lecture in Corporate Law
By : Clifford R. Wood, Jr., Delaware Journal of Corporate Law Volume 47 Web Editor & Evan Brown, Delaware Journal […]
Business Judgment Rule Saves Vaxart, Inc. in the Wake of the COVID-19 Pandemic
By: Kaitlyn Sibley On December 1, 2021, the Delaware Court of Chancery dismissed the majority of claims against the small […]
Commodity or Currency: Interpreting U.S. Bankruptcy Courts and Code Approach to Cryptocurrency Classification
By: Christopher Donnelly Cryptocurrency is “any form of currency that only exists digitally, that usually has no central issuing or regulating […]
On Whether Kellogg’s Could Have Permanently Replaced Participants in the 2021 Strike
By Julian Benson-Reid In late 2021, workers for Kellogg’s went on strike in several plants.[1] One of the newsworthy headlines that […]
Acquisitions During COVID-19: The Natural Immunity of the Ordinary Course Covenant
By: Lauren Hartnett Along with health and safety concerns, the COVID-19 pandemic brought with it a lot of uncertainty nationwide. […]
Transformative Use After Google v. Oracle
By: Terisa Shoremount In 2021, the United States Supreme Court held that Google’s copying of JAVA SE’s declaring code was […]
Part 1: Shifting the Securities Regulation Paradigm from Reactive to Proactive Regulation.
By: James English A current shift in technology is presenting an opportunity for a drastic improvement in securities regulation. Instead […]
Boy Scouts of America Chapter 11 Bankruptcy in the U.S. Bankruptcy Court in Delaware
By Derek Brandt The Boy Scouts of America (“BSA”) is a non-profit organization[1] that provides youth character and leadership development.[2] […]
Waiver of Appraisal Rights as Held in Manti Holdings, LLC V. Authentix Acquisition Co., Inc.
By: Alexa DeAnnuntis In Manti Holdings, LLC v. Authentix Acquisition Co., Inc., the Delaware Supreme Court affirmed the use of […]
Who’s to Blame? A Predictive Analysis of Live Nation’s Legal Liability Following the Astroworld Tragedy
By Shira Freiman[*] NRG Park in Houston, Texas served as a space where unthinkable tragedy unfolded on Friday, November 5th, […]
Delaware Rejects Corporations’ Pleas For Attorney’s Fees And Enforces American Rule On Fee-Shifting
By: Shelby Bingaman In December 2021, the Delaware Supreme Court affirmed the 2020 decision of Vice Chancellor Glasscock, denying private […]
Delaware Chancery Rule 23.1: When Demand On A Board Is Excused In A Stockholder Derivative Action
By: Julie Jopp Recently, the Delaware Court of Chancery clarified the requirement under Chancery Rule 23.1 in a decision issued […]
Boeing Shareholder Settlement Following 737 Max Crashes
By: Julia Baranov Earlier in 2021, Boeing’s shareholders filed a lawsuit against the board of directors following […]
Cryptocurrencies in the Courts of Delaware
By: Charles Park The popularity of cryptocurrencies in the last decade have been well-noted in the media, most notably due […]
Where Environmental Law and International Law Collide
By: Marie Dickson Generally, international law typically overrides state law. “[T]he modern view is that customary international law in the […]
Informational Vacuums & Revlon–How GE Escaped Liability
By: Alex DiRienzo In 2016, the GE and Baker Hughes merger (“BHGE”) changed how oil and gas activities are completed […]
You’re Just Too Toxic: Analyzing DuPont’s PER- and Polyfluoroalkyl Substances (PFAS) 2021 Settlement
By: Melissa Rheinstadter After the years of litigation following the DuPont – Chemours spin-off, “PFAS” and “PFOA” gained significant attention […]
Liability v. Liberty: Corporations and Covid Vaccine Mandates
By: Dan Mackrides The COVID-19 pandemic places American Corporations in an unenviable position. Labor shortages[1], supply chain issues[2], and inflation[3] […]
Corporate Spin-Off: What is it and How Johnson & Johnson is Handling Their Version of a Spin-Off
By: Evan Brown Introduction Corporate spin-offs allow a parent company to break off into two separate structures, known as a […]
Pioneering Microtransaction Regulations in the State Regulatory Scheme: Keeping the First State First
By: Dante S. Pavan, Editor-in-Chief, Vol. 47 Since Murphy v. NCAA held prohibitions to state authorization and licensing of sports […]
Reinforcing Board-Level Obligations Under Caremark
By: Alberto M. Longo Regarded as “possibly the most difficult theory in corporation law upon which a plaintiff might hope […]
The Continued Emergence of the Sustainability Movement in Corporate Governance: Will the 2020’s Spell the End of Shareholder Primacy?
By: Richard R. Caputo, Jr., DJCL staff member at Widener University Delaware Law School. Tracing its origins back to the […]
Elon Musk Will Potentially Face Trial Alone in Delaware as Tesla Directors Settle
By: Devan A. McCarrie, DJCL staff member at Widener University Delaware Law School. Elon Musk (“Musk”) is no stranger to […]
The Economic Costs of COVID-19
By: Shelby M. Thornton, DJCL staff member at Widener University Delaware Law School. As the new year begins, the latest […]
Compelling a Corporate Employee Designated as a 30(b)(6) Witness to Testify at Trial Despite the Absence of Personal Knowledge
By: Dylan R. Mathewson, DJCL staff member at Widener University Delaware Law School. The state of Delaware has been and […]
Clarifying the Duty Under 8 Del. C. § 220, Relating to the Production of Electronically Stored Information
By: Jillian A. (Boberick) Tyson, DJCL Bluebook Editor and Schmutz Fellow at Widener University Delaware Law School. A decision issued […]
Shareholders Demand Climate Disclosures In 2020
By: Maria Kotsiras, DJCL Staff Member at Widener University Delaware Law School. A new year initiates a period of annual […]
Two Delaware Law Professors Deliver 35th Annual Francis G. Pileggi Distinguished Lecture In Corporate Law
The Delaware Journal of Corporate Law of Widener University Delaware Law School proudly sponsored the 35th Annual Francis G. Pileggi […]
“BOOKING” Your Mark: The Potential Future of Trademark Law under United States Patent and Trademark Office v. Booking.com
By: Colin A. Keith, DJCL Articles Editor at Widener University Delaware Law School. The field of intellectual property law is […]
Changing the Bankruptcy Venue Statutes Would Undermine the Effectiveness of the U.S. Corporate Bankruptcy System
By: Ryan M. Messina, CPA; DJCL External Managing Editor at Widener University Delaware Law School. As the 2020 Democratic Party […]
The Importance of Operating Agreements in Significant Transactions
By: Allison M. Neff, Editor-in-Chief of the Delaware Journal of Corporate Law. In the wake of the Delaware Supreme Court […]
The Burdensome Effect of California’s Consumer Privacy Act of 2018 on Businesses
By: T. Paul Markovits, DJCL Web Editor at Widener University Delaware Law School If you counsel businesses regarding their liability […]
Anthem-Cigna Failed Merger, Shareholder Suit on the Way
By: Colin A. Keith, DJCL Articles Editor at Widener University Delaware Law School In the story of two health insurance giants, […]
Delaware’s Voluntary Certification of Sustainability Law
By: Ashley Farrell On June 27, 2018, the Delaware Sustainability and Transparency Standards Act (the “Act”) was signed by Governor […]
Will the Loss of the Electric Vehicle Tax Credit Lead to the Demise of Tesla?
Ryan M. Messina In 2010 the Obama administration implemented Internal Revenue Code Section 30D, a federal tax credit of up […]
Discovery Facilitators
Alexandria J. Crouthamel Recently, the Delaware Court of Chancery decided to use a discovery facilitator in the very early stages […]
34TH ANNUAL FRANCIS G. PILEGGI DISTINGUISHED LECTURE IN LAW
On Friday, November 2, 2018, at the Hotel DuPont in Wilmington, Delaware, Professor David A. Skeel Jr., distinguished S. Samuel Arsht […]
No Longer an Existential Threat: Minimizing Cybersecurity Risks and Upholding Duties
Kacee Benson The World Economic Forum lists cybersecurity breach as one of the five most serious risks facing the world […]
The 2018 Amendments to DGCL § 262
Zachary J. Schnapp On August 1, 2018, Senate Bill 180 (the “2018 Amendments”)—a technical bill proposed by the Delaware General […]
The Tax Cut and Jobs Act: What It Means for Business
Joseph Farris Many are still digesting how the recent Congressional tax legislation, H.R. 1, also known as the Tax Cut […]
The Materiality of Opinions: Appel v. Berkman
Colleen Degnan In Appel v. Berkman, No. 316, 2017 (Del. Feb. 20, 2018) (hereinafter “Appel”), the Delaware Supreme Court reversed […]
The Most Difficult Theory to Prove, Remains Unproven: Don’t Bypass the Board of Directors
Adesola Adegbesan In City of Birmingham Ret. & Relief Sys. v. Good, No. 16, 2017, (Del. Dec. 15, 2017), the […]
The Deal Price Matters: Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd., et. al
Jill Dolan In Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd., et al., No. 565, 2016, (Del. Dec. […]
Plaintiff’s Counsel Learned a Lesson
Amanda Fedak Section 220 of the Delaware General Corporation Law, the right to demand an inspection of books and records, […]
Break up The Deadlock or Break up Entirely—Judicial Dissolution in Cases of Deadlock
Andrew Ralli In the context of judicial dissolution, deadlock refers to the inability to make decisions and take action, such […]
Patent Venue After TC Heartland: Finding Meaning in “Regular and Established Place of Business”
Breana Barker In TC Heartland LLC, v. Kraft Foods Group Brands LLC, the United States Supreme Court held that the […]
“Red Flags” and the Duty of Oversight
Sarah Baker Under Delaware law, the fiduciary duty of oversight imposes several obligations on boards of directors, including the responsibility […]
Rule 23.1: Take it to the Board or the Court, Not Both
Kevin Packer In its recent decision in Zucker v. Hassell, the Court of Chancery addressed when a shareholder can have […]
Direct and Derivative Claims in El Paso v. Brinckerhoff
Melaina Hudack In its recent decision in El Paso v. Brinckerhoff, the Delaware Supreme Court reversed the Court of Chancery’s […]