In the third installment of Greenberg Traurig’s Delaware Law Miniseries on the Big Law Redefined Podcast, host Sam Moultrie welcomes GT colleague Lisa Zwally to dissect four under the radar Delaware cases from 2025 that both clarify and reshape the landscape for corporate governance, officers, directors, bidders, and practitioners.
First, they explore Brola v. Lundgren, clarifying the boundaries of fiduciary duty claims and examining the interplay between interpersonal conduct and fiduciary duties in the context of traditional Caremark oversight standards.
Next, the discussion turns to In re Columbia Pipeline Group, Inc. Merger Litigation, highlighting the Delaware Supreme Court’s emphasis on actual knowledge for aiding and abetting liability in mergers and acquisitions.
The third case, In re Trade Desk Derivative Litigation, underscores the high bar for demand futility and the necessity of particularized factual allegations to challenge board independence on a director-by-director basis, especially in founder-led companies.
Finally, Sam and Lisa review Maffei v. Palkon (TripAdvisor case), which addresses the business judgment standard for board decisions to reincorporate and the “clear day” doctrine.
They provide actionable takeaways including the importance of thorough board minutes, independent committees, and understanding the fact-specific nature of Delaware litigation.
Tune in for a practical review to help navigate the evolving standards and risks in Delaware corporate law.