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Jul 1, 2024 | 
businesslawtoday.org | K. O’Connell |Alyssa O’Connell |Paul J. Loughman |Leslie A. Berkoff
CURRENT MONTH (June 2024)2024 Delaware General Corporation Law AmendmentsBy K. Tyler O’Connell, Morris James LLPAs part of the annual process of reviewing and updating the Delaware General Corporation Law (“DGCL”), Delaware’s state legislature recently approved 2024 amendments.
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Jun 19, 2024 | 
law.com | K. O’Connell
In In re MultiPlan Stockholders Litigation, the Delaware Court of Chancery reasoned that common special purpose acquisition company (SPAC) governance and compensation structures create potential conflicts between on the one hand, the sponsors holding founders’ shares—whose compensation is tied to, and who tended to profit greatly from, any de-SPAC transaction, however poor; and on the other hand, public stockholders—who could lose their investments in a poor de-SPAC merger, and who have...
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Apr 1, 2024 | 
businesslawtoday.org | K. O’Connell |Jae Lynn Huckaba |Patrick M. McDermott |Geoffrey B. Fehling
CURRENT MONTH (March 2024)Delaware Supreme Court Denies MFW Protection Due to Committee’s Financial and Legal Advisors’ Undisclosed Ties with Controlling StockholderBy K. Tyler O’Connell, Morris James LLPUnder Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del.
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Mar 1, 2024 | 
businesslawtoday.org | K. O’Connell |Marisa Roman |McGlinchey Stafford |Leona Yazdidoust
CURRENT MONTH (February 2024)Delaware Court of Chancery Holds Musk’s $55.8 Billion Tesla Compensation Plan Is Not Entirely Fair, Orders RescissionBy K. Tyler O’Connell, Morris James LLPTornetta v. Musk, C.A. No. 2018-0408-KSJM, 2024 WL 343699 (Del. Ch. Jan. 30, 2024). In both 2009 and 2012, Tesla, Inc.
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Mar 1, 2024 | 
businesslawtoday.org | K. O’Connell
Tornetta v. Musk, C.A. No. 2018-0408-KSJM, 2024 WL 343699 (Del. Ch. Jan. 30, 2024). [1]In both 2009 and 2012, Tesla, Inc. and its founder and Chief Executive Officer Elon Musk agreed to compensation plans with significant stock option grants that would vest in tranches if Tesla achieved certain operational and financial milestones. Although the 2012 grant had a ten-year term, by 2017, Tesla already was nearing completion of those milestones.
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Aug 2, 2023 | 
businesslawtoday.org | K. O’Connell |Leslie A. Berkoff |Moritt Hock |Stuart M. Riback
CURRENT MONTH (July 2023)Business LitigationDelaware Supreme Court Declines to Enforce a “Conclusive and Binding” Charter Provision That Would Immunize Breaches of the Fiduciary Duty of LoyaltyBy K. Tyler O’Connell of Morris James LLPIn CCSB Financial Corp. v. Totta, 2023 WL 4628822 (Del. Jul.
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Jul 7, 2023 | 
businesslawtoday.org | James Mcmillan |K. O’Connell |Mark Hobson |Sara Bussiere
CURRENT MONTH (June 2023)Business LitigationDelaware Court of Chancery Rules that Corporations Seeking Written Consent of Stockholders to Mergers Must Give Notice of Appraisal Rights Twice, with the Second Notice Triggering the 20-Day Period to Demand AppraisalBy James G. McMillan, III, Esq. Under the Delaware appraisal statute, stockholders of Delaware corporations who do not vote in favor of a merger may demand appraisal of their shares by the Delaware Court of Chancery.
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Jun 14, 2023 | 
law.com | K. O’Connell
The Delaware Supreme Court recently affirmed the Delaware Court of Chancery’s 2022 post-trial decision that Tesla’s 2016 all-stock acquisition of SolarCity Corp. satisfied the entire fairness standard of review, and thus did not involve breaches of fiduciary duty. See In re Tesla Motors Stockholders’ Litigation, ___ A.3d ___, 2023 WL 3854008 (Del. Jun. 6, 2023). The stockholder-plaintiffs argued on appeal that the Court of Chancery erred in its application of the entire fairness standard.
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Jun 1, 2023 | 
morrisjames.com | K. O’Connell |Aarish Sheikh |Justin Larsen
August 1, 2024By: Vincent J. Cannizzaro III, K. Tyler O’Connell, Aarish Sheikh and Justin LarsenThe latest amendments (the “Amendments”) to the Delaware General Corporation Law (the “DGCL”) went into effect today, August 1, 2024, to address, among other things, (i) stockholder agreements related to corporate governance; (ii) remedies for terminating merger agreements, including lost premium damages; and (iii) what form documents must be in for a board of directors to properly approve a merger.
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Mar 2, 2023 | 
businesslawtoday.org | K. O’Connell |Joseph Leonard |Michael O’Brien |Byron Shaw
CURRENT MONTH (February 2023)Business LitigationBy K. Tyler O’Connell of Morris James LLPAdopted in 2013, 8 Del. C. § 205 permits a corporation to petition the Delaware Court of Chancery to validate corporate actions that are defective for lack of authorization when ratification is not feasible or when a ratification attempt is subject to challenge. Section 205 was enacted to address challenges to the validity of stock issuances, among other problems.
