By Lindsey Kister

Counsel

On January 20, 2026, in an en banc ruling, the Delaware Supreme Court unanimously reversed and vacated the Court of Chancery’s 2024 decision invalidating provisions of Moelis & Co.’s stockholder agreement. The Court expressly declined to address the merits of whether the challenged provisions violated Delaware’s board-primacy principles, holding instead that any alleged statutory defects rendered those provisions voidable — not void — and that the plaintiff’s claims were time-barred.

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By Alec Cinque

Law Clerk | Corporate

By Peter Bariso

Partner | Corporate

On December 19, 2025, the Delaware Supreme Court overturned the rescission of Elon Musk’s 2018 Tesla compensation grant and instead awarded nominal damages and substantially reduced attorneys’ fees. The case stemmed from a stockholder challenge to performance based equity awards approved by both the Tesla board of directors and stockholders that granted Musk stock options upon achieving certain aspirational stock price and operational targets.

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By Philip Ibarra

Law Clerk | Corporate

By Peter Bariso

Partner | Corporate

In a recent statement issued by the SEC on January 16, 2026, Chairman Atkins discussed his views on SEC disclosure reform. During the John L. Weinberg Center for Corporate Governance’s 25th Anniversary Gala, back on October 9, 2025 Paul S. Atkins, Chair of the U.S. Securities and Exchange Commission (SEC), delivered a speech identifying three pillars through which he intends to make becoming a public company, once again, “an attractive proposition,” citing the decline in exchange-listed companies over the years.

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By Christal McCamy

Associate | Corporate

By William Mills

Partner | Corporate

On December 15, 2025, the Nasdaq Stock Market LLC (Nasdaq) filed a proposal with the Securities and Exchange Commission (SEC) to amend the exchange’s rules to allow equity securities and exchange traded products (ETPs) to trade 23 hours a day, five days a week, as early as late-2026. 

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By Alec Cinque

Law Clerk | Corporate

By Peter Bariso

Partner | Corporate

On December 11, 2025, President Donald J. Trump issued an executive order directing certain government agencies and departments to review all rules, regulations, and other publications relating to proxy advisors, specifically naming Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co., LLC (Glass Lewis), and focusing on each entity’s foreign ownership. The executive order highlights concerns with the “enormous influence over corporate governance matters” held by ISS and Glass Lewis which, according to the order, control more than 90% of the proxy advisor market. 

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