Category: djcl

By: Kalea Rosario Introduction Delaware corporate law loves a good boardroom showdown. And as a New Year present, it got one. On January 12, 2026, Paramount Skydance started the New Year off by filing a suit in the Delaware Court of Chancery against Warner Bros. Discovery (“WBD”) and its CEO, David Zaslav, alleging that the…

By: Kathleen Maginnis Photo Credit: Lloyd Wakefield, @lloyddddddddddddddddd // Instagram I. Introduction In Harry Styles’ long-awaited January 2026 single “Aperture,” he chants the lyrics “we belong together” twelve times throughout the electronic synth ballad.[1] Announcing a tour shortly after the song’s release, aptly dubbed the “Together, Together Tour,” Styles’ marketing strategy promoted the idea of…

By: Harry A. Allegra For almost forty years, “Chevron deference” structured how boards, in‑house counsel, and litigators thought about federal regulation.[1] When a statute was ambiguous and an agency’s interpretation was reasonable, courts were supposed to defer—even if judges might have read the statute differently on their own. That framework operated as a default rule:…

By: Allyson Kern For more than a century, Delaware has occupied a singular position in American corporate law.[1] More than two-thirds of Fortune 500 companies and a majority of publicly traded corporations are incorporated in the state—not because Delaware is where they operate, but because Delaware is where their internal affairs are governed.[2] The legal…

By: Dana Lutz  source: Sol de Janeiro U.S. v. MCoBeauty Ltd., No. 24-cv-08862 (S.D.N.Y. filed Nov. 20, 2024)  Introduction             Many industries have seen a significant spike in “dupes,” leaving the unanswered question of at what point this area of uncertainty crosses the line into legal liability. Dupes are products that closely resemble higher-end items, usually using similar…

By: Kellen Sweeney I. Introduction On its surface, a climate finance firm filing for Chapter 11 bankruptcy and an NBA salary cap investigation appears unrelated. However, the bankruptcy filing of Catona Climate, formerly known as Aspiration, has forced the National Basketball Association (NBA) to investigate the salary arrangements of the Los Angeles Clippers, basketball superstar Kawhi Leonard, and…

By: Kami DeLorenzo I. Introduction Following the rationale first charted in In re Mindbody, Inc. Shareholder Litigation., Delaware’s Supreme Court reversed the Court of Chancery’s holding that constructive knowledge was sufficient to render a buyer liable in a self-side breach of fiduciary duty claim.1 The Court’s holding is indicative of its willingness to encourage arm’s…

By: Alex D. Goldfinger Delaware’s 2025 corporate-law overhaul, Senate Substitute No. 1 for Senate Bill 21 (“SB 21”), arrives at the Delaware Supreme Court with certified questions that go to the structure of Delaware corporate adjudication.1 The enactment was publicly framed as a bid for clarity and predictability in conflicted-transaction review and books-and-records practice.2 Before…

By: Annmarie Bonanno Introduction On December 4, 2025, Delaware will become the thirty-fourth jurisdiction to authorize the transfer of real property through a Transfer on Death Deed (“TODD”), joining 32 states and the District of Columbia.1 Delaware’s Uniform Real Property Transfer on Death Act (the “Act”) was signed into law on September 5, 2025, and…

By: Jacey Manno Introduction: On December 2, 2024, the Delaware Supreme Court issued its opinion in the case In re Mindbody Inc., Stockholder Litigation.1 This decision redefined the standard of proof required for an aiding and abetting claim against a third-party bidder.2 This opinion elevated the standard of proof a plaintiff needs to meet to…