Constitutionality

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In late March, Delaware enacted S.B. 21, legislation calculated to encourage companies to incorporate in the state, and to stay in the stay, rather than incorporating or reincorporating elsewhere. The bill included measures that could affect corporate litigation in Delaware in ways that may undercut litigation efforts of shareholders (and their lawyers). The plaintiffs’ lawyers apparently are prepared to fight back.

Earlier this week, in a new lawsuit involving Acushnet Holdings Corp., plaintiffs’ lawyers filed a Delaware Chancery Court complaint that, among other things, challenges the constitutionality of S.B. 21. This new suit joins earlier litigation previously filed also challenging S.B. 21’s constitutionality, as discussed below.  A copy of the latest complaint, filed in Chancery Court on May 5, 2025, can be found here. (Hat tip to Anthony Rickey, of Margrave Law LLC, who posted the complaint in a LinkedIn post, here.)Continue Reading Claimants Challenge S.B. 21 Constitutionality

Some of you may have heard: there was a Presidential election in the United States last Tuesday, as a result of which there will be a change in administration next January. This upcoming change almost certainly means a categorical shift in the regulatory environment in Washington, including in particular at the SEC. Many of the SEC’s regulatory initiatives under the Biden administration may be rolled back. In particular, the new administration likely will pull the plug on the SEC’s pending climate change disclosure guidelines. These likely developments at the federal level may mean that, as Cydney Posner noted in a November 7, 2024, post on the Cooley law firm’s PubCo blog (here), State level actions “may, in many ways, take on much larger significance.”

For that reason, it is worth taking a closer look at the ruling last week in the federal court lawsuit in which various business groups led by the U.S. Chamber of Commerce are challenging the California statutes requiring companies “doing business” in the state to make certain climate change-related disclosures. As discussed below, the Court has denied the plaintiffs’ pre-discovery motion for summary judgment on First Amendment grounds. The court’s interesting ruling may provide some indication of the future direction of the litigation, as well as on the likelihood that the California statutes will eventually compel companies to make the mandated disclosures. A copy of the Central District of California’s November 5, 2024, order can be found here.Continue Reading What Now for Climate Change Disclosure Requirements?