By Erin Ward

Law Clerk | Corporate

By Greg Patti

Partner | Corporate

In its unanimous decision rendered on February 4, 2025, the Delaware Supreme Court reversed the Delaware Court of Chancery’s ruling in the widely followed “TripAdvisor” case (Palkon v. Maffei) regarding the standard of review applicable to corporate reincorporations. The Delaware Supreme Court ruled that the TripAdvisor, Inc. (TripAdvisor) board’s decision to reincorporate from Delaware to Nevada is subject to the business judgment rule. In its ruling, the Supreme Court underscored its commitment to preserving board discretion in strategic corporate decisions while clarifying the circumstances under which entire fairness review will be required.

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By William Mills

Partner | Corporate

By Greg Patti

Partner | Corporate

On February 17, 2025, a bipartisan coalition of Delaware lawmakers and the Governor proposed legislation that would, if enacted, address issues raised by recent Delaware judicial opinions and reincorporations by high-profile corporations to jurisdictions other than Delaware.

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By Dean Berry

Partner | Private Wealth

By Christian Larson

Special Counsel | Global Litigation

By Keyes Gilmer

Associate | Global Litigation

The Corporate Transparency Act’s (CTA) reporting obligations are back in effect after a nationwide court order blocking the CTA’s implementing regulations was stayed on February 17, 2025.  Most reporting companies are now required to file beneficial ownership information (BOI) reports by March 21, 2025.  Reporting companies should be prepared to file by the new deadline, even though that deadline could be extended by the U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) or by legislation moving through Congress.

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By Hamza Rashid

Associate | Corporate

By Peter Bariso

Special Counsel | Corporate

On January 21, 2025, the Delaware Supreme Court affirmed the Court of Chancery’s decision in In re Oracle Corp. Derivative Lit., finding that a less than 50% stockholder does not owe fiduciary duties absent evidence of either general control over the corporation or transaction-specific control within the context of a particular deal.

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By Martin Weinstein

Partner | Compliance, Investigations and Enforcement

Cadwalader partner Martin Weinstein authored an article, “Abandoning FCPA Would Endanger Ethical Shield for US Companies,” published by Bloomberg Law on February 18.

With an executive order halting enforcement of the Foreign Corrupt Practices Act, the Trump administration suspended a law that long regulated corporate corruption and imposed significant penalties on bribery.

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By Adam Tamzoke

Associate | Corporate

By Edward Ernst

Associate | Corporate

On February 11, 2025, the SEC staff published updates to two Compliance and Disclosure Interpretations (C&DIs) regarding the availability of Schedule 13G to certain investors, specifically concerning activities that could preclude an investor from reporting on Schedule 13G in certain circumstances.

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