It was going to be Delaware Chancery Court’s Super Bowl - a Caremark claims trial! These claims never get this far, the prospect of of exploring oversight liability was very exciting. The case didn’t involve SB21 and the recent DExit drama, but the trial totally was about DExit in many ways.

Then, on the second day of trial, breaking news! A settlement that abruptly stopped the trial, releasing the judge from having to make a decision that potentially earns her more criticism for allegedly pushing companies out of Delaware.

The terms of the settlement weren’t immediately disclosed, but for now, we’re left wondering about what could have been in a real Caremark trial. Maybe next time, Chancery Court nerds.

More from the Delaware Chancery Court and the Clydesdale case that’s warmed the hearts of corporate lawyers working amid attacks on the famed business court by Elon Musk and other billionaires.

I know there’s a lot going on in Delaware, and the world, right now, but I really couldn’t stop thinking about the Chancery Court opinion about the Clydesdale, and what it means in the context of (gestures broadly) everything else that’s happening. A Christmas Eve hearing, a hit-and-run, charismatic megafauna, and a first-year attorney facing the same judge who’s said “no” to Elon Musk multiple times–this case has it all: READ MORE

So, Delaware’s been busy lately. Here’s the latest from the chief judge of the state’s top court:

Delaware’s Top Judge Emphasizes Independence Before Lawmakers

And here’s why the chief justice is talking about judicial independence:

Musk’s War on Delaware Spurs Bill to Hang On to Businesses (1)

2025 is a rerun so far in the Delaware Chancery Court, with Elon Musk’s ongoing corporate complaints heading to the Delaware Supreme Court next.

Today’s the day! ✊ The guild representing Bloomberg Law correspondents, editors, and news teams, and Bloomberg Industry Group analysts, tech and sales teams go to the bargaining table today to negotiate a new three-year contract. Stay tuned for more updates!

After a year of threats, accusations, and novel legal maneuvers, the world’s richest man is back where he started 2024: stewing over the $56 billion that got away.

And that’s not the only legal bill the Chancery Court is going to send Elon Musk and Tesla Inc. There’s a settlement pending over a separate challenge to the electric vehicle maker’s compensation package for its board of directors.

My latest for Bloomberg Law on the corporate tug of war between Delaware and Nevada:

… TripAdvisor and its controlling shareholder, Greg Maffei, say moving under Nevada’s stronger litigation protections for fiduciaries doesn’t constitute a material benefit requiring stricter judicial review, as the Chancery Court decided Feb. 20.

If the high court determines reincorporation in a jurisdiction less protective of shareholders doesn’t count as a conflicted transaction, that might allow controllers to undermine Delaware’s minority shareholder safeguards, said Ann Lipton, a Tulane Law professor. Her proclamation last year that “Nevada is where you incorporate if you want to do frauds” is cited by both sides in this week’s arguments.

The Delaware Supreme Court “doesn’t want to get into a fight with Nevada by saying merely leaving the state of Delaware is a conflicted transaction that requires close judicial review,” Lipton said. “But it also doesn’t want to make its own law toothless” if controllers can easily leave to avoid requirements they don’t like.

Affirming the lower court’s ruling would likely escalate the debate, she said. “If it says, ‘You’re right, this is a conflicted transaction,’ how do you determine if it’s entirely fair? Now you really do have to get into a question of which jurisdiction is better.” READ MORE

Some Delaware Chancery Court opinions will be remembered for shaping corporate law. Others for boldly rejecting a billionaire’s business plans. Then there’s the octopus one.

“Scientists have found that the octopus is bizarrely adept at navigating mazes,” Vice Chancellor Sam Glasscock III mused in a contract dispute over house construction. He thought less highly of the complaint, writing, “the octopus has nothing on the contortions exhibited in Plaintiffs’ attempt to establish jurisdiction here.”

The August 2023 opinion is a classic of what the court’s chief judge calls “Glasscockian prose.“ Read more from my latest for Bloomberg Law here.

Companies can now use private contracts to grant stockholders the types of control that previously required a charter provision or a special class of stock. The state bar committee that drafted the amendments in response to a Feb. 23 Chancery Court decision invalidating extensive veto rights in a pact between Moelis & Co. and its founder called them a “routine” update by the state that effectively writes the rules for corporate America.

Whether they resolve claims the Chancery Court stirs up too much “uncertainty” for corporations and investors to want to stay in Delaware remains unclear. Some attorneys worry the amendments may embolden boards or controlling stockholders seeking greater power, and that the rebukes of sitting Chancery Court judges during the legislative process undermined Delaware’s reputation more than any ruling.