By Adam Magid

Partner | Global Litigation

By Peter Bariso

Partner | Corporate

By Douglas Mo

Associate | Global Litigation

Delaware is widely known as a “contractarian” state when it comes to corporate law, upholding freedom of contract principles for sophisticated parties.

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By Irina Dolinskiy

Counsel | Corporate

On May 5, 2026, following its extensive consideration and discussion of a shift to semiannual reporting, the Securities and Exchange Commission (the “SEC”) proposed rule and form amendments (the “Proposal”) that would allow public companies to file semiannual reports in lieu of quarterly reports to satisfy their interim reporting obligations.

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By Lindsey Kister

Counsel

On April 20, 2026, the Delaware Court of Chancery, following a post-trial decision, upheld a board decision to suspend and terminate a long-tenured and highly successful CEO, applying the business judgment rule and rejecting claims that the directors acted in bad faith or under improper stockholder influence.

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By Jared Stanisci

Partner | Global Litigation

By Douglas Mo

Associate | Global Litigation

On February 13, 2026, in Fortis Advisors, LLC v. Stillfront Midco AB, the Delaware Supreme Court held that an alternative dispute resolution (“ADR”) provision in a Merger Agreement allowed an arbitrator—from an accounting firm, BDO USA, LLP (“BDO”)—to resolve all issues, including legal issues, with respect to earnout calculations.

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By William Mills

Partner | Corporate

By Christal McCamy

Associate | Corporate

Recently, the Delaware Court of Chancery held in Los Angeles City Employees’ Retirement System v. Glenn Sanford, et al. (“eXp”) that officers’ and directors’ fiduciary oversight obligations may extend to the investigation and remediation of workplace sexual misconduct and that a failure to respond adequately in good faith to such claims may constitute a breach of fiduciary duty under the Caremark doctrine.

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By William Mills

Partner | Corporate

By Hamza Rashid

Associate | Corporate

In recent remarks on April 28, 2026 at the Small Business Capital Formation Advisory Committee, Paul S. Atkins, Chairman of the U.S. Securities and Exchange Commission (SEC), discussed the current IPO market and how the SEC’s regulatory posture has shaped decision-making for companies.

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By Peter Bariso

Partner | Corporate

By Olivia Maraj

Associate | Corporate

On April 16, 2026, the Division of Corporation Finance for the Securities and Exchange Commission (“SEC”) issued an exemptive order (the “Order”) permitting certain equity tender offers to utilize an abbreviated offer period of as few as 10 business days, rather than requiring a tender offer remain open for at least 20 business days, as is currently required under Rule 13e-4(i) of the Securities Exchange Act of 1934 (the “Exchange Act”).

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