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Major Decisions and Legislative Reforms Shape Corporate Governance

If 2024 was the year Delaware’s corporate law establishment got nervous, 2025 was the year it fought back. And fought back hard.

For those of us who follow Delaware corporate law closely, the past year has been nothing short of remarkable. What began with hand-wringing over the…

In the decision of Deann M. Totta, et al. v. CCSB Financial Corp., C.A. No. 2021-0173-KSJM (Del. Ch. May 31, 2022), the Court of Chancery held that the board of directors of Defendant, CCSB Financial Corp. (“CCSB”), misapplied a vote aggregation provision in the corporation’s charter that disenfranchised the shareholder Plaintiffs and, furthermore, was…