The Court of Chancery has issued a significant decision on the preservation of electronically stored information, and it should give pause to anyone who relies on disappearing-message applications after litigation is on the horizon. In In re World Wrestling Entertainment, Inc. Merger Litigation, Consol. C.A. No. 2023-1166-JTL (Del. Ch. May 26, 2026), Vice
Controlling Stockholder
Chancery Dismisses KnowBe4 Stockholder Challenge: No Control Group, and a Cleansing Vote
By Carl D. Neff on
A recurring question in deal litigation is when a handful of large investors who roll over their equity in a take-private become a “control group” subject to entire fairness review. In Le Clair v. KnowBe4, Inc., C.A. No. 2024-1143-KSJM (Del. Ch. May 27, 2026), Chancellor Kathaleen St. J. McCormick answered that question against…
Delaware General Corporation Law Amended: Key Shifts in Controller Transactions and Books & Records Access
By Carl D. Neff on
- The amendments refine
Delaware Chancery Dismisses Claims in Viela Bio Merger Dispute
By Carl D. Neff on
In a significant decision that clarifies the standards for determining controlling stockholder status, the Delaware Court of Chancery dismissed claims against AstraZeneca and Viela Bio’s directors in connection with Viela’s $3 billion sale to Horizon Therapeutics. The case, Sciannella v. AstraZeneca UK Limited et al., addressed whether AstraZeneca, which held a 26.7% stake…