Kahan and Rock expect some state to permit mandatory shareholder arbitration after the SEC's reversal
NYU law professors Marcel Kahan and Edward Rock expect some state to permit mandatory shareholder arbitration now that the SEC has dropped its opposition. They tie the effect on state charter competition to an assumption that a significant fraction of public companies will want it over time.
Reality
- Evidence35
- Adoption8
- Hype gap+10
- Incentives
- Not scored
- Confidence45
Two former Groq engineers sued the startup's board in Delaware, saying Nvidia's $20 billion license-and-hire deal was a sale that needed a stockholder vote. A ruling for them would extend that vote to other deals built the same way.
Perspective Coverage
7 publishers
- Builder
- Builder 19%
- Operator
- Operator 33%
- Investor
- Investor 48%
Reality
- Evidence60
- Adoption35
- Hype gap+20
- Incentives70
- Confidence58
Delaware court holds Verisk to its $2.35bn AccuLynx deal because its own choice caused the FTC delay
Delaware's Court of Chancery barred Verisk from exiting its $2.35bn AccuLynx deal because its own willful conduct primarily caused the FTC delay. That conduct was an ordinary decision to end talks with a rival, so the clauses governing signing to closing are now a board matter.
Reality
- Evidence62
- Adoption
- Not scored
- Hype gap+15
- Incentives50
- Confidence58
Chancery puts the new Section 144 safe harbor out of reach for a board that briefed a recused CEO
The Court of Chancery found that a pleaded record of leaked valuations and a recused CEO who still received committee materials put Delaware's 2025 cleansing statute out of reach at the pleading stage. Sidley's partners say process and disclosure now decide it.
Reality
- Evidence72
- Adoption
- Not scored
- Hype gap+10
- Incentives65
- Confidence58
Mayer Brown warns that a designated board seat exposes the investor who filled it
Three Delaware Chancery opinions, all from one vice chancellor, and the 2025 amendments to Section 144 sit behind a Mayer Brown memorandum on what a designated director owes the company and what the appointing fund risks.
Reality
- Evidence62
- Adoption
- Not scored
- Hype gap+18
- Incentives62
- Confidence55
Chancery's Envestnet dismissal raises the price of pleading a conflicted banker
A $4.5bn take-private survived claims that the sell-side advisor steered the deal, because the board had surfaced the conflict and papered its process. Another vice chancellor reads advisor conflicts far less charitably.
Reality
- Evidence66
- Adoption
- Not scored
- Hype gap+8
- Incentives60
- Confidence62
Chancery dismissed the Boeing oversight case on the strength of the board's documented effort
The August 14 decision holds that once a board builds an information system and monitors it, how it responds to what that system reports is business judgment, which makes oversight claims harder to plead than the past few years suggested.
Reality
- Evidence58
- Adoption
- Not scored
- Hype gap+22
- Incentives68
- Confidence57
Chancery holds Empery to the advance notice bylaws it actually wrote
The Court of Chancery found Empery Digital's rejection of an activist slate improper because the disclosures its board wanted were nowhere in its own bylaws, which turns a judgment call into a drafting exercise.
Reality
- Evidence46
- Adoption
- Not scored
- Hype gap+14
- Incentives72
- Confidence50
Founder-led boards now price litigation predictability against a tailored charter
Fifty-plus public companies have reincorporated out of Delaware in two years and its IPO share slid from 81% to nearly 70%, according to Cooley. The choice gets much harder to reverse once a company is widely held.
Reality
- Evidence52
- Adoption58
- Hype gap+12
- Incentives76
- Confidence46
Boeing's directors were shielded by their own paper trail, not by a good outcome
Chancery threw out the Caremark claims in full and with prejudice on August 13, 2026, after finding that Boeing's own reporting record described oversight working rather than warnings ignored.
Reality
- Evidence74
- Adoption
- Not scored
- Hype gap+22
- Incentives86
- Confidence58
Chancery splits on whether harassment is the board's problem, and there is no safe harbor
Will dismissed a derivative claim over a $1.6 million harassment liability; weeks later McCormick let red-flags claims proceed. Until the Supreme Court picks a side, the board's paper trail is the exposure.
Reality
- Evidence58
- Adoption
- Not scored
- Hype gap+10
- Incentives45
- Confidence55
Dropbox's Nevada exit becomes a fiduciary case, and boards inherit the paperwork
An amended Chancery complaint attacks the committee, the disclosure and the timing of Dropbox's reincorporation. Domicile shopping now travels with a discovery record.
Reality
- Evidence58
- Adoption
- Not scored
- Hype gap−5
- Incentives45
- Confidence48