In the following guest post, Sarah Abrams, Head of Claims Baleen Specialty, a division of Bowhead Specialty, reviews the latest developments in SPAC-related Delaware Chancery Court proceedings, in light of the recent resurgence in SPAC transactions in the financial marketplace. I would like to thank Sarah for allowing me to publish her article as a guest post on this site. Here is Sarah’s article.Continue Reading Guest Post: Delaware Court Allows Core De-SPAC Fiduciary Duty Claims to Proceed
Delaware courts recently have wrestled with the question whether and when underlying allegations of sexual harassment can support a breach of fiduciary duty claim against corporate boards. Indeed, late last year, in the Credit Glory case, at least one Delaware Chancery Court decision rejected the viability of this type of claim. Now, in the latest case addressing these questions, and involving shocking underlying allegations of drugging, sexual assault, and rape at company events, a Delaware Chancery Court sustained a breach of the duty of oversight claim against directors alleged to have covered up the underlying allegations and retaliated against a whistleblower. The court’s detailed opinion is written in obvious anticipation of Supreme Court review. The January 16, 2026, opinion in the eXp World Holdings case can be found here.Continue Reading Del. Court: Board Failed to Respond to Sexual Misconduct “Red Flags”
If a defendant company settles a shareholder lawsuit by issuing stock rather than by paying cash, does the settlement represent “Loss” within the meaning of the company’s D&O insurance policy? Earlier this year, a Delaware court said it does. Now, the Delaware Supreme Court has affirmed the lower court, for the reasons stated by the lower court. As discussed below, these rulings raise some interesting issues. The Delaware Supreme Court’s December 9, 2025, order affirming the lower court can be found here.Continue Reading Does Issuance of Stock to Settle a Shareholder Suit Constitute “Loss”?
Sexual harassment allegations can of course support an employment practices claim. But if the conduct results in harm to the company through an adverse judgment, can the same misconduct allegations also support a claim under Delaware law for breach of fiduciary duty? At least one past Delaware court said, in the context of that case, that the answer is “yes.” However, a recent Delaware Chancery Court decision took a different view, holding that “interpersonal” conduct alleged was “not a matter of corporate internal affairs.” A copy of the December 1, 2025, decision can be found here.Continue Reading Del. Court: Harassment Charges Do Not Establish Fiduciary Duty Breach
One of the more interesting recent developments in the U.S. corporate arena has been the recent emergence of a DExit movement – that is, the rise of the argument that companies would be better served to move their state of incorporation from Delaware to another state, usually Nevada or Texas. In the following
In the current heated DExit debate over whether companies incorporated in Delaware should reincorporate elsewhere (usually Texas or Nevada), one factor often cited is the expense of litigating in Delaware, usually as a shorthand reference to a contention that plaintiffs’ counsel’s fee awards in Delaware’s court are out of control. This argument typically cites to a few recent cases in which the fees awarded unquestionably were large; recent academic studies have taken the argument further to contend that the fees awarded in some cases were excessive.
However, a more recent study, based on a comprehensive overview of all Delaware court fee awards in the last ten years, challenges the premise that fee awards are out of control; the study finds, rather, that fee awards generally have been within reasonable bounds, and argues that a very small number of outliers should not drive the analysis of the issues. The study concludes that Delaware’s flexible approach to fee awards provides the appropriate incentives for plaintiffs’ counsel and includes safeguards to protect against excessive fee awards. Perhaps most significant in light of the current controversy is the study’s authors’ finding that “we find no evidence that Delaware fees are systematically excessive.”Continue Reading But ARE Plaintiffs’ Counsel Fee Awards in Delaware Excessive?
Side A coverage under the typical D&O insurance policy provides what could be a last line of protection of individual executives in certain circumstance. In the following guest post, Sarah Abrams, Head of Claims Baleen Specialty, a division of Bowhead Specialty, analyses a recent Delaware shareholder derivative lawsuit to consider the circumstances in which Side A coverage may operate to protect corporate executives. I would like to thank Sarah for allowing me to publish her article as a guest post on this site. I welcome guest post submissions from responsible authors in topics of interest to this site’s readers. Please contact me directly if you would like to submit a guest post. Here is Sarah’s article.Continue Reading Guest Post: A Side: A Coverage Scenario
In the following guest post, Geoffrey B. Fehling and Machaella Reisman of the Hunton Andrew Kurth law firm,take a look at a recent Delaware federal court decision involving a D&O insurance coverage dispute in which one of the key issues was the timing of the policyholder’s declaratory judgment action against its excess insurers. A version of this article was previously published on the Hunton Insurance Recovery Blog. I would like to thank Geoff and Machaella for allowing me to publish their article as a guest post on this site. I welcome guest post submissions from responsible authors on topics of interest to this site’s readers. Please contact me directly if you would like to submit a guest post. Here is the author’s article.Continue Reading Guest Post: Del. Court Tells Wiring Manufacturer It’s Too Early and Too Late
The annual number and aggregate value of Delaware Court of Chancery M&A lawsuit settlements has grown significantly in recent years, according to a new report from Cornerstone Research. According to the report, which is entitled “M&A Litigation Settlements in the Delaware Court of Chancery: 2012-2024 Review & Analysis,” the median settlement amount has also generally increased in more recent years as well. The September 30, 2025, report can be found here. Cornerstone Research’s September 30, 2025, press release about the report can be found here.Continue Reading Del. Chancery M&A Suit Settlements Increasing in Number and Value
Litigation parties have long sought to maneuver their cases into forums they believe to be more favorable to their positions or interests. In the following guest post, Richard Zelichov, Partner in the Corporate and Securities Litigation practice at DLA Piper (US), and Melanie Walker, Chair of the Corporate and Securities Litigation practice at DLA Piper (US), take a look at a recent variant of these efforts, involving shareholders who are seeking to avoid Delaware as a litigation forum. I would like to thank Richard and Melanie for allowing me to publish their article as a guest post on this site. I welcome guest post submissions from responsible authors on topics of interest to this site’s readers. Please contact me directly if you would like to submit a guest post. Here is Richard and Melanie’s article.Continue Reading Guest Post: Legal Shopping Spree Continues in Internal Affairs Disputes: Key Case Developments