By Peter Bariso

Special Counsel | Corporate

By Claire McGuinness

Associate | Corporate

On July 2, 2024, the Delaware Chancery Court in Sciannella v. AstraZeneca dismissed stockholder claims in connection with the $3 billion merger of Viela Bio and Horizon Therapeutics in 2021. The merger was approved by Viela’s stockholders at a share price of $53.00 per share, a 52.8% premium over Viela’s share price at the time. The plaintiff alleged that AstraZeneca, by virtue of its 26.72% ownership stake, de facto blocking rights over certain actions and contractual support arrangements with Viela, was a controlling stockholder of Viela, and that AstraZeneca breached its fiduciary duties to Viela and Viela’s stockholders by “launching Viela into a rushed, single-bidder sale process” so that AstaZeneca could more easily complete the acquisition of a competitor to Viela.

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By Richard Rowe

Special Counsel | Corporate

By Jonathan Seliger

Associate | Corporate

On July 11, 2024, the Delaware Supreme Court clarified the proper standard of review for challenges to a board’s adoption of advance notice bylaws during a proxy contest. The Kellner v. AIM ImmunoTech Inc. decision should inform how both issuers and stockholders evaluate advance notice bylaw amendments that may impact contested nominations and director elections.

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By Erica Hogan

Partner | Corporate

By Edward Ernst

Associate | Corporate

“Chevron is overruled,” Chief Justice Roberts wrote in Loper Bright Enterprises v. Raimondo, because “[t]he deference that Chevron requires of courts reviewing agency action cannot be squared with the [Administrative Procedure Act of 1946 (APA)].”  The decision – described by Justice Gorsuch, concurring, as placing a “tombstone” on Chevron – was released the day after SEC v. Jarkesy, which prohibits the SEC from requiring the adjudication of fraud cases in which civil penalties are sought before Administrative Law Judges (ALJs).  While Loper Bright’s rejection of Chevron is likely to have a significant impact across federal agencies, the SEC has already largely implemented the changes required by Jarkesy.  Both decisions evidence the Court’s trend toward limiting the regulatory power of agencies including by minimizing the role of agency expertise in the evaluation and enforcement of regulations.

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By Peter Bariso

Special Counsel | Corporate

By Lauren Russo

Associate | Corporate

On June 20, 2024, the Delaware General Assembly passed legislation to amend certain provisions of the Delaware General Corporation Law (“DGCL”) in order to address recent decisions of Delaware’s Court of Chancery and bring existing law surrounding stockholder and merger agreements in line with current market practice. Governor John Carney signed the legislation into law on July 17, 2024, and the amendments became effective on August 1, 2024.

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By Adam Tamzoke

Associate | Corporate

By Erica Hogan

Partner | Corporate

On October 10, 2023, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments to rules promulgated under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including changes to filing deadlines and other requirements which go into effect on September 30, 2024.

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