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
Delaware M&A Quarterly: Spring 2024
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the first quarter of 2024.
» moreNEWS & INSIGHTS
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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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Delaware Court of Chancery Questions Enforceability of Con Ed Provisions
The Delaware Court of Chancery recently addressed the enforceability of merger agreement provisions related to the recovery of lost-premium damages by the target. The opinion suggests that while Delaware courts will likely not permit the target to recover lost-premium damages for itself or on behalf of stockholders, target stockholders themselves would have that right in certain circumstances.
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Delaware Court of Chancery Will Require Supplemental Disclosures to Be “Plainly Material” to Justify Mootness Fee Awards
Recently, splitting with prior precedent, the Delaware Court of Chancery drastically reduced a plaintiff’s mootness fee request and held that, moving forward, plaintiffs can justify a mootness fee only if they obtain supplemental disclosures that are “plainly material," rather than merely “helpful."
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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.
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Paul, Weiss Named a Law360 2022 “Regional Powerhouse” in Delaware
Law360 recognized Paul, Weiss as a 2022 “Regional Powerhouse” in Delaware for its pivotal work handling some of the biggest, most high-profile matters in the state.