Delaware

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Richard Zelichov
Melanie Walker

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

In a ruling that is sure to provoke controversy in the insurance community, the Delaware Supreme Court held in a split decision that, because the corporate parent was not a Named Insured under the applicable Commercial General Liability (CGL) policies, the corporate parent’s payment of the self-insured retentions (SIRs) did not satisfy the SIR requirements, and therefore that the insurers’ coverage obligation was not triggered. As discussed below, there is a lot to say about the Court’s decision, which is, in my opinion, a doozy. The Court’s August 12, 2025, opinion can be found here.Continue Reading What Happens if Parent Rather than “Named Insured” Subsidiary Pays the Retention?

In recent months, a debate has raged about whether Delaware companies should up stakes and reincorporate elsewhere, particularly Nevada or Texas. While this debate has sparked a great deal of discussion, and while a few high-profile companies have made the move, by and large the number of companies actually moving remained small. But now in a potentially significant development for the whole DExit topic, Silicon Valley VC firm Andreesen Horowitz has announced that it is leaving Delaware for Nevada, and, perhaps event more significantly, encouraging its portfolio companies to incorporate in Nevada as well. As discussed below, this development could represent an inflection point in the DExit debate, with potential significance for the corporate litigation going forward.Continue Reading Did the DExit Debate Just Hit an Inflection Point?

The costs companies incur in responding to an SEC investigation can be substantial. Companies incurring these kinds of costs are sometimes surprised to learn that their D&O insurance policies may not, and likely will not, cover these kinds of costs, at least under most insurer’s base policy forms.

A recent Delaware Superior Court decision involved a company’s attempt to secure coverage for the costs it incurred in responding to an SEC investigation after the company had agreed to toll the statute of limitations. The Court found that while the tolling request was a Claim within the meaning of the company’s policy, it was not a Securities Claim, as would be required in order for the policy’s entity coverage to be triggered. As discussed below, the Court’s decision provides an opportunity to think about the optional entity investigative cost coverage extension. A copy of the Delaware Superior Court’s June 30, 2025, opinion can be found here.Continue Reading D&O Insurance: Tolling Agreement Is a Claim, But Not a Securities Claim

In late March (as discussed here), and as part of its effort to try to stem the flow of corporate departures from the state, the Delaware legislature enacted S.B. 21, which made a number of significant revisions to the state’s corporations code. As I noted in a prior post, a number of parties in lawsuits pending in the state’s courts have raised constitutionality challenges to S.B. 21. Late last week, a Vice Chancellor certified two questions to the state’s Supreme Court. Earlier this week, the Supreme Court agreed to take up the questions, apparently on a fast-track basis. The certification of the questions and the Supreme Court’s response ensure that the constitutionality questions will be quickly reviewed.Continue Reading S.B. 21 Constitutionality Questions Certified to Del. Supreme Court

Sarah Abrams

Last fall the U.S. Supreme Court dismissed, as improvidently granted, the writ of certiorari in two pending securities lawsuits, including in the Meta Platforms/Facebook case (as discussed here). The Court’s dismissal of the writ of certiorari in the Facebook case had obvious implications for the immediate litigants in the case, as it left the prior circuit court ruling standing. But the dismissal also has important implications for litigants in other cases involving the same issues as were raised in the Facebook case.

In the following guest post, Sarah Abrams, Head of Claims Baleen Specialty, a division of Bowhead Specialty, considers the implication for those other litigants in those other cases in light of the Supreme Court’s dismissal of the writ of certiorari in the Facebook case. 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: Location, Location, Location

In order to try to stem the supposed tide of Delaware corporations reincorporating in other states (particularly Texas and Nevada), Delaware recently enacted a set of revisions to its corporate law. Whether or not the legislative changes are sufficient to reduce the number of so-called “DExits” remains to be seen. But the other states are not just standing by idly waiting to see what happens. They have been at work in their own corporate law laboratories. As discussed below, the legislatures of both Texas and Nevada have in recent days both passed significant revisions to their respective corporate laws. The changes not only represent significant shifts in the corporate law arena, but also could entail significant changes in the corporate litigation world, as well.Continue Reading Delaware Amended Its Corporate Laws, So Texas and Nevada Did, Too

John Orr

As I noted at the time, in late March, the Delaware legislature enacted important revisions to the state’s General Corporations Law. In the following guest post, John Orr, D&O Liability Product Leader for WTW’s FINEX practice, North America, takes a look at the new law and considers the D&O liability and insurance implications. This arrticle first appeared in WTW’s FINEX Observer publication (here) and was republished by the Harvard Law School Forum on Corporate Governance (here). I would like to thank John for allowing me to publish his 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 John’s article.Continue Reading Guest Post: Changes in Delaware Corporate Law: A D&O Liability and Insurance Perspective

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

Sarah Abrams

One of the current hot topics is corporate and securities law is whether Delaware companies should reincorporate in other states, particularly in the states of Nevada or Texas. In the following guest post, Sarah Abrams, Head of Claims Baleen Specialty, a division of Bowhead Specialty, examines the state of incorporation of the new Texas Stock Exchange, which, surprisingly, turns out to be Delaware. I would like to thank Sarah for allowing me to publish her article on this site. I welcome guest post submissions from responsible authors on topics of interest to this blog’s readers. Please contact me directly if you would like to submit a guest post. Here is Sarah’s article.Continue Reading Guest Post: The TXSE is Domiciled in Delaware