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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?
Sarah Abrams

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
Geoffrey B. Fehling
Machaella Reisman

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
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