by Touch Stone Publishers | May 26, 2026
Executive Summary On April 13, 2026, Vice Chancellor Bonnie W. David of the Delaware Court of Chancery dismissed three derivative suits against Tesla, Inc. by enforcing a Texas exclusive forum bylaw adopted after the suits were filed, ruling that shareholder approval...
by Touch Stone Publishers | May 25, 2026
Chancellor McCormick’s January ruling in LACERS v. Sanford establishes that corporate officers owe the same Caremark oversight duty as directors. A CEO who conceals credible misconduct reports to protect personal financial interests faces a duty-of-loyalty claim...
by Touch Stone Publishers | May 23, 2026
Board Brief: The Jurisdiction Shift — When the SEC Retreats, Delaware Advances | Touch Stone Publishers Touch Stone Publishers | Board Intelligence Series May 2026 The Jurisdiction Shift: When the SEC Retreats, Delaware Advances A proof-of-concept working document for...
by Touch Stone Publishers | May 22, 2026
Executive Summary Delaware law does not prohibit Fortune 500 companies from adopting mandatory arbitration clauses for federal securities claims in their corporate bylaws, and the SEC removed the final federal obstacle in September 2025. Every Delaware-incorporated...
by Touch Stone Publishers | May 22, 2026
The SEC ended its 54-year practice of silencing defendants as a condition of settlement. On May 18, 2026, the Commission rescinded Rule 202.5(e), the no-deny provision that required every settling party to agree, in perpetuity, not to publicly dispute the...
by Touch Stone Publishers | May 21, 2026
A Delaware Chancery opinion issued May 11, 2026 holds that directors nominated by institutional investor funds cannot count as independent or disinterested when the transaction before them benefits those same funds. The court denied dismissal of fiduciary duty claims...
