By: Jenna Muttik
I. Introduction
On January 5, 2025, Governor Matt Meyer announced Justice Karen Valihura of the Delaware Supreme Court would not seek reappointment.[1] Her 12-year term on the bench ends on July 25th of this year.[2] Over those 12 years, she contributed meaningfully to Delaware jurisprudence and served as a transformative mentor to many.
II. Pathway to the Court
Justice Valihura earned an undergraduate degree from Washington and Jefferson College, followed by a law degree from the University of Pennsylvania Law School.[3] After law school she was a law clerk to Judge Robert E. Cowen of the U.S. Court of Appeals for the Third Circuit.[4] She entered private practice as a corporate and commercial litigator at Skadden, Arps, Meagher & Flom, rising to partner after 8 years.[5] After 25 years at Skadden, she was appointed to serve on the Delaware Supreme Court in 2014 by Governor Jack Markell, becoming the second woman on Delaware’s highest court.[6] She even served as the interim Chief Justice, the first woman to hold such position, before Chief Justice Sietz took office.[7]
III. Impact on the Court
Justice Valihura has written or joined many monumental corporate opinions over her term. Over the course of her term, she wrote 145 opinions and over 229 orders.[8] A few of her many influential opinions are:
- Dell, Inc. v. Magnetar Glob. Event Driven Master Fund Ltd, 177 A.3d 1 (Del. 2017)
Dell expanded a principle for appraisal actions from DFC Global Corp. v. Muirfield Value Partners, L.P.[9] Prior to Dell, DFC Global established that the merger price is given significant weight in an appraisal action involving a public company sale pursuant to an arms-length bidding process.[10] Dell further established that in order to depart from considering the deal price in an appraisal action regarding a merger pursuant to a limited pre-signing bidding process requires a showing of compelling evidence of market failure.[11] This case is significant because it makes departing from giving significant weight to deal price in an appraisal action more challenging.
2. Salzberg v. Sciabacucchi, 227 A.3d 102 (Del. 2020)
In Salzberg, the Delaware Supreme Court upheld a federal forum provision within a certificate of incorporation for the litigation of claims brought under the federal Securities Act of 1933.[12] This case is significant because it clarifies the scope of forum selection provisions allowed within the certificate of incorporation.
3. Brookfield Asset Mgmt. v. Rosson, 261 A.3d 1251 (Del. 2021)
In Brookfield, the Delaware Supreme Court held that overpayment and dilution claims are generally derivative under Tooley.[13] Thus, minority stockholders do not have direct standing against controlling stockholders for these claims unless they can meet their burden without showing injury to the corporation.[14] This case clarified Tooley’s application and overruled Gentile v. Rossette.[15]
4. Weinberg v. Waystar, 294 A.3d 1039 (Del. 2023)
Weinberg v. Waystar is a seminal contract interpretation case turning on the interpretation of “and,” involving an allegation of a breach of a stock option agreement by invoking a call right provision.[16] This case is significant because it demonstrated the nuanced nature of contract interpretation regarding the importance of one word by analyzing the meaning of “and” in light of the “and” versus “or” circuit split.[17]
5. City of Dearborn Police & Fire Revised Ret. Sys. v. Brookfield Asset Mgmt. Inc., 314 A.3d 1108 (Del. 2024)
In City of Dearborn Police & Fire Revised Retirement Systems, the Delaware Supreme Court found that minority stockholders had not been adequately informed by a proxy statement soliciting shareholder approval because it was materially misleading to fail to disclose conflicts of one of the special committee’s two financial advisor’s investments.[18] Importantly, Justice Valihura explained that although the amount invested was not material to the financial advisor, the omitted fact was material because of their disclosure obligations to stockholders.[19]
6. In re Mindbody, Inc., S’holder Litig., 332 A.3d 349 (Del. 2024)
In re Mindbody emphasized the level of difficulty in proving an aiding and abetting breach of fiduciary duty claim. In this case, the Delaware Supreme Court clarified the requirements are especially difficult for these claims brought against a third-party bidder who negotiated at arm’s length.[20] For a claim in this context, both scienter and participation in the actor’s breach are required for aiding and abetting liability.[21] This case is significant because an alleged aider and abettor’s inaction or passivism as to the actor’s breach is insufficient for an aiding and abetting breach of fiduciary duty claim.[22]
7. Maffei v. Palkon, 339 A.3d 705 (Del. 2025)
In Maffei, the Delaware Supreme Court held the business judgment rule applies to a corporation’s decision to reincorporate in another state.[23] Justice Valihura explains that this is the case even if the reincorporation could favor a controlling stockholder’s potential liability exposure.[24] This opinion also provided guidance for the possibility of entire fairness applying if reincorporation was used to avoid pending litigation, essentially reincorporating on a cloudy day.[25]
IV. Thank you!
Justice Valihura will be missed on the Delaware Supreme Court. The Delaware Journal of Corporate Law thanks Justice Valihura for her input on important corporate issues and years of dedicated service.
About the Author
Jenna is a third-year law student at Widener University Delaware Law School. She proudly served as Internal Managing Editor for Volume 51 of the Delaware Journal of Corporate Law. As a 3L, she also served as a Wolcott Fellow to Justice Karen Valihura of the Delaware Supreme Court. Jenna graduated from Immaculata University in 2024, earning her bachelor’s degree, summa cum laude,in Criminology, and participated in their 3+3 program with Widener University Delaware Law School. Jenna is taking the Delaware bar exam in July and is excited to start her career at a law firm in Delaware.
[1] Press Release, Supreme Court Justice Karen L. Valihura to Step Down in July (Jan. 5, 2026).
[2] Id.
[3] Id.
[4] Id.
[5] Press Release, supra note 1.
[6] Id.
[7] Id.
[8] In addition to her meaningful opinions, she also contributed by providing many thoughtful dissents and concurrences throughout her term.
[9] 172 A.3d 346 (Del. 2017).
[10] Id. at 363.
[11] Dell, Inc. v. Magnetar Glob. Event Driven Master Fund Ltd, 177 A.3d 1, 9, 35 (Del. 2017).
[12] Salzberg v. Sciabaucchi, 227 A.3d 102, 136–137 (Del. 2020).
[13] Brookfield Asset Mgmt. v. Rosson, 261 A.3d 1251, 1255 (Del. 2020). See Tooley v. Donaldson, Lufkin & Jenrette, Inc., 845 A.2d 1031 (Del. 2004).
[14] Id. at 1266.
[15] See Gentile v. Rosette, 906 A.2d 91 (Del. 2006).
[16] Weinberg v. Waystar, 294 A.3d 1039, 1040 (Del. 2023).
[17] See id. at 1047.
[18] City of Dearborn Police & Fire Ret. Sys. v. Brookfield Asset Mgmt. Inc., 314 A.3d 1108, 1141 (Del. 2024).
[19] Id. at 1132.
[20] In re Mindbody, Inc., S’holder Litig., 332 A.3d 349, 390 (Del. 2024).
[21] Id. at 390–92.
[22] Id. at 392–93.
[23] Maffei v. Palkon, 339 A.3d 705, 728 (Del. 2025).
[24] Id. at 733.
[25] Id.at 716, 739.
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