The Delaware Court of Chancery widely is recognized as one of the nation’s preeminent business courts. Its bench is among the most sophisticated in the country, possessing proficiency in business litigation. The Court of Chancery is known for its well-developed interpretation of corporate law and its prompt, efficient and balanced adjudication of business disputes. As the state of incorporation for over 60% of the nation’s Fortune 500 business entities, the Court of Chancery is a forum of first resort for business litigation involving Delaware corporations.

Polsinelli has assembled a team of Delaware business litigators who are active and visible in the Delaware State Bar and appears regularly before Delaware’s judicial officers. Polsinelli’s litigators represent not only Polsinelli’s deep bench of business clients, but also serve as primary counsel for business entities, stockholders, members, officers, trustees and trust beneficiaries, managers, directors, boards, special committees, independent directors and legal and financial advisors located throughout the United States and abroad. These attorneys also serve as Delaware counsel in coordination with reputable regional, national and international law firms.

Polsinelli’s Delaware litigators have litigated or provided counsel on a variety of matters critical to clients’ business objectives, including:

  • Direct, class, and derivative claims involving complex business transactions, corporate governance, securities and special proceedings under the Delaware General Corporation Law (“DGCL”) and alternative entity laws (e.g., Delaware’s Limited Liability Company Act)
  • Post-merger and indemnification disputes
  • Joint venture disputes and business divorce cases
  • Attempts to pierce the corporate veil
  • Breach of fiduciary duties and related claims against officers, directors and members
  • Commercial contract disputes
  • Business torts arising in the context of asset sale agreements and other business transactions
  • Books and records demands under DGCL § 220
  • Assisting transaction counsel in recommending and overseeing the implementation of procedural safeguards such as recusal, special committee processes and disclosures in the context of change in control transactions
  • Counsel in connection with internal investigations of possible director misconduct, including the appointment of an independent director or special committee
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LitigationFinancial Services LitigationMergers & Acquisitions LitigationTrusts & Estates
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Disney Investor Suit Shows Limit Of Del. Books, Records Law
Delaware Vice Chancellor Lori Will reaffirmed long-standing principles of Delaware corporate law on June 27 when she found in favor of The Walt Disney Co. in a shareholder books and records suit under Title 8 of the Delaware General Corporation Law, Section 220.
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Delaware Court of Chancery Establishes Duty of Oversight Extends to Officers
In a significant and far-reaching development in Delaware corporate law, the Delaware Court of Chancery recently held in In re McDonald’s Corporation Stockholder Derivative Litigation, C.A. No. 2021-0324-JTL (Del. Ch. Jan. 25, 2023), that corporate officers owe a duty of oversight to the corporation. Prior to this ruling, it was unclear if claims for breach of the fiduciary duty of loyalty based on a lack of oversight applied to corporate officers of Delaware corporations. This decision is an extension of the line of Delaware decisions first appearing in In re Caremark Intern. Inc. Derivative Litigation, 698 A.2d 959 (Del. Ch. 1996), which established liability to directors for failing to properly discharge their duty of oversight and has broad implications for
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