Straddling our Corporate and Litigation Departments, our Wilmington, Delaware office brings an unrivaled perspective to major transactions, governance battles and director and officer duties. The breadth and significance of our team’s mandates are greater than ever.
Our Capabilities
Our Wilmington office is the hub of our work on major commercial and corporate law cases in Delaware, where landmark, high-stakes business disputes are frequently adjudicated. The office focuses on high-impact M&A disputes, fiduciary disputes and other business litigation; corporate governance advisory matters; and board-level counsel.
Our Team
Our Wilmington team provides critical insight into Delaware takeover law and corporate governance and compliance issues, and specializes in strategic litigation support in contested situations. Litigation partner Andre Bouchard, former Chancellor of the Delaware Court of Chancery, offers extraordinary insight into the nuances of Delaware state law and shareholder rights litigation.
Publications
Transformative Amendments Proposed to Delaware General Corporation Law
A bipartisan coalition of Delaware lawmakers has proposed legislation to amend the Delaware General Corporation Law to restore greater clarity and predictability in structuring controller and other interested transactions and to protect against frivolous litigation by narrowing stockholder access to corporate books and records. While still in the early stages and changes to the bill may be proposed, the amendments in their current form would likely significantly bolster the confidence of key stakeholders in Delaware as their corporate legal home.
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Delaware Supreme Court Applies Business Judgment Rule to “Clear Day” Approval of Reincorporation
The Delaware Supreme Court recently held that the business judgment rule applies to a corporation’s decision to change its state of incorporation, even if the move arguably favors a controlling stockholder by reducing future liability exposure.
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Electric Last Mile Solutions Board Wins Dismissal of Delaware Federal Securities Action
Paul, Weiss achieved a significant victory in Delaware federal court when U.S. Magistrate Judge Laura Hatcher of the District of Delaware recommended the dismissal of securities claims against all defendant board members of electric vehicle company Electric Last Mile Solutions (ELMS), including former Chairman Jason Luo, in relation to the company’s public disclosures.
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Delaware Court of Chancery Holds That Controller Lacked Liquidity-Based Conflict
In a recent post-trial opinion, the Delaware Court of Chancery held that the business judgment rule applied to the third-party sale of a controlled company because the private equity controller did not have a liquidity-based conflict and its interests were aligned with the minority in the sale. The opinion confirms the high bar that plaintiffs must overcome to prove a private equity controller’s liquidity-based conflict triggering entire fairness review of a transaction.
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Delaware Court of Chancery Finds Pharma Buyer Failed to Use Commercially Reasonable Efforts in Achieving Post-Closing Milestones
The Court of Chancery recently found that, when a pharmaceutical buyer terminated a drug development program, it failed to make a $130 million earnout payment for the achievement of a certain milestone and to use commercially reasonable efforts, as that term was defined in the merger agreement, to achieve the remaining milestones.
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Kraft Heinz Defeats Stockholder’s Attempt to Revive Previously Dismissed Derivative Claims
Paul, Weiss won the dismissal, with prejudice, of a stockholder lawsuit on behalf of The Kraft Heinz Company and certain current or former Kraft Heinz officers and directors that sought to reopen claims relating to the $1.2 billion stock sale in August 2018 by certain entities affiliated with 3G Capital, Inc., which had been dismissed with prejudice in 2021.
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Delaware Court of Chancery Holds Charters Cannot Incorporate Private Agreements by Reference
The Delaware Court of Chancery recently held that a Delaware corporation’s charter cannot incorporate by reference the substantive terms of a stockholders or other private agreement.
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Delaware General Assembly Approves 2024 Amendments to General Corporation Law
The Delaware General Assembly recently passed legislation to amend provisions of the Delaware General Corporation Law. Assuming they are signed by Governor John Carney, which is likely, the amendments will take effect on August 1 and will apply retroactively, but they will not apply to any completed or pending civil actions on or before the amendments’ effective date.
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Delaware Supreme Court Affirms Two-Condition MFW Roadmap to Obtain Business Judgment Review of Controller Transactions
The Delaware Supreme Court recently affirmed that the framework set forth in Kahn v. M & F Worldwide Corp. remains the only path to invoke business judgment review in self-interested controller transactions and clarifies the need to ensure the independence of each special committee member.
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Delaware Court of Chancery Holds That Activision Merger Approval Process Violated DGCL
The Delaware Court of Chancery recently declined to dismiss claims that common market practices used by the Activision Blizzard, Inc., board in approving its merger agreement with Microsoft Corporation resulted in a Delaware General Corporation Law violation.
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Delaware Court of Chancery Holds That Controllers May Owe Fiduciary Duties When Exercising Stockholder Rights
The Delaware Court of Chancery recently clarified that, when exercising stockholder rights to alter a corporation’s status quo, controllers owe duties not to harm the corporation or its minority stockholders intentionally or through gross negligence.
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Delaware Courts Provide Guidance on Advance Notice Bylaws
Recent decisions by the Delaware Court of Chancery upheld two companies’ boards’ enforcement of advance notice bylaws to prevent activist nominees from standing for election but invalidated some advance notice bylaw provisions because of their overbreadth or ambiguity. The court found those bylaws to be unreasonable under an enhanced scrutiny standard the Delaware Supreme Court articulated last year.
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Wilmington Office Featured in Law360
Paul, Weiss’s move to a larger new Wilmington office was spotlighted in a Law360 Pulse “Office Snapshot” on January 18.
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Private Equity Digest (January 2024)
U.S. federal regulators were very busy in 2023, with significant activity in areas affecting private equity sponsors and their portfolio companies. In this issue of the Paul, Weiss Private Equity Digest, we highlight the key regulatory developments and preview some potential developments for 2024.
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Ability to Take High-Stakes Cases to Trial Distinguishes Paul, Weiss in Delaware, Partners Tell Law360
Litigation partners Andrew Gordon, Jaren Janghorbani and Andy Bouchard spoke with Law360 in a feature on Paul, Weiss’s Delaware practice.
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McDonald’s Wins Proxy Fight With Carl Icahn
Paul, Weiss represented the board of directors of McDonald’s Corporation in its successful proxy fight with activist investor Carl Icahn.