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Articles by David A. Grubman
Dodiya v. Franklin and the Emerging Rules of the DGCL’s Section 144 Safe Harbors
CEOs, Corporate governance, DGCL, Dodiya v. Franklin More from: Adam Cromie, David Grubman, John Butler , Sidley Austin John Butler, Adam Cromie, David Grubman are Partners at Sidley Austin LLP. This post is based a Sidley memorandum by Mr. Butler, Mr. Cromie, Mr. Grubman, Courtney Hauck, Arthur Adler, all at Sidley, and is part of the Delaware Law Series; links to other posts in the series are available here. On August 26, 2026, the Court of Chancery issued Dodiya v.
Posts from: John Butler
Dodiya v. Franklin and the Emerging Rules of the DGCL’s Section 144 Safe Harbors CEOs, Corporate governance, DGCL, Dodiya v. Franklin More from: Adam Cromie, David Grubman, John Butler , Sidley Austin John Butler, Adam Cromie, David Grubman are Partners at Sidley Austin LLP. This post is based a Sidley memorandum by Mr. Butler, Mr. Cromie, Mr. Grubman, Courtney Hauck, Arthur Adler, all at Sidley, and is part of the Delaware Law Series; links to other posts in the series are available here.
The Harvard Law School Forum on Corporate Governance
CEOs, Corporate governance, DGCL, Dodiya v. Franklin More from: Adam Cromie, David Grubman, John Butler , Sidley Austin John Butler, Adam Cromie, David Grubman are Partners at Sidley Austin LLP. This post is based a Sidley memorandum by Mr. Butler, Mr. Cromie, Mr. Grubman, Courtney Hauck, Arthur Adler, all at Sidley, and is part of the Delaware Law Series; links to other posts in the series are available here. On August 26, 2026, the Court of Chancery issued Dodiya v.
Strayed from the Path: Dodiya v. Franklin and the Emerging Rules of the DGCL’s Section 144 Safe Harbors
On August 26, 2026, the Court of Chancery issued Dodiya v. Franklin, C.A. No. 2025-0932-LWW (Del. Ch. Aug. 26, 2026), concluding that the “striking breakdown in corporate governance” detailed in the complaint made the “predictable path to safe harbor” under amended Section 144 of the Delaware General Corporation Law (DGCL) unavailable at the pleading stage.
The Harvard Law School Forum on Corporate Governance
Dodiya v. Franklin and the Emerging Rules of the DGCL’s Section 144 Safe Harbors CEOs, Corporate governance, DGCL, Dodiya v. Franklin More from: Adam Cromie, David Grubman, John Butler , Sidley Austin John Butler, Adam Cromie, David Grubman are Partners at Sidley Austin LLP. This post is based a Sidley memorandum by Mr. Butler, Mr. Cromie, Mr. Grubman, Courtney Hauck, Arthur Adler, all at Sidley, and is part of the Delaware Law Series; links to other posts in the series are available here.
Delaware Adopts Significant Changes to Its General Corporation Law
On March 25, 2025, Delaware Gov. Matt Meyer signed into law significant changes to the Delaware General Corporation Law. These amendments provide greater clarity in a number of important areas that had been the subject of common law development, and they underscore Delaware’s commitment to deferring to the decisions of informed and disinterested directors and stockholders.
Delaware Adopts Significant Changes to Its General Corporation Law
On March 25, 2025, Delaware Gov. Matt Meyer signed into law significant changes to the Delaware General Corporation Law. These amendments provide greater clarity in a number of important areas that had been the subject of common law development, and they underscore Delaware’s commitment to deferring to the decisions of informed and disinterested directors and stockholders.
Treasury Department Unveils Long-Anticipated Proposed Regulations For U.S. Outbound Investment Regime
The Situation: On June 21, 2024, the U.S. Department of the Treasury ("Treasury") issued a notice of proposed rulemaking to implement President Biden's executive order mandating national security review of certain U.S. investments in China.
Treasury Department Unveils Long-Anticipated Proposed Regulations for U.S. Outbound Investment Regime | JD Supra
In Short The Situation: On June 21, 2024, the U.S. Department of the Treasury ("Treasury") issued a notice of proposed rulemaking to implement President Biden's executive order mandating national security review of certain U.S. investments in China.
Court Of Chancery Applies Entire Fairness Standard To Conversion Of Delaware Corporation To Nevada Corporation - Shareholders - United States
In Short The Case: TripAdvisor and its controlling corporation, both publicly traded Delaware companies, announced plans to convert to Nevada corporations. Shareholders sued to enjoin the conversions, alleging that the boards of directors had approved the conversions in order to reduce their potential liability in future transactions. The defendant directors and companies moved to dismiss.
Court of Chancery Applies Entire Fairness Standard to Conversion of Delaware Corporation to Nevada Corporation | JD Supra
In Short The Case: TripAdvisor and its controlling corporation, both publicly traded Delaware companies, announced plans to convert to Nevada corporations. Shareholders sued to enjoin the conversions, alleging that the boards of directors had approved the conversions in order to reduce their potential liability in future transactions. The defendant directors and companies moved to dismiss.
DOJ Announces Safe Harbor Policy for Voluntary Self-Disclosures in Mergers and Acquisitions
Under a new U.S. Department of Justice ("DOJ") policy related to mergers and acquisitions ("M&A"), DOJ will decline to prosecute an acquiring company for misconduct by an acquired company where the acquiring company timely and voluntarily self-discloses the wrongdoing, cooperates, and remediates. On October 4, 2023, Deputy Attorney General ("DAG") Lisa O. Monaco delivered remarks announcing a new M&A Safe Harbor Policy (the "Safe Harbor Policy"), which will apply across all DOJ divisions.
2022 Annual M&A/PE Review and 2023 Forecast | JD Supra
After a record-breaking 2021, deal activity in 2022 dropped by 37%, its largest year-over-year decline since 2001. Facing all the 2022 headwinds, including a difficult and uncertain financing market, the Ukraine war, inflation, the continuing effects of the COVID-19 pandemic, supply chain issues, and unfriendly regulators, in many ways the M&A market held up better than expected. Please see Publication below for more information. Download PDF
2022 Annual M&A/PE Review and 2023 Forecast
After a record-breaking 2021, deal activity in 2022 dropped by 37%, its largest year-over-year decline since 2001. Facing all the 2022 headwinds, including a difficult and uncertain financing market, the Ukraine war, inflation, the continuing effects of the COVID-19 pandemic, supply chain issues, and unfriendly regulators, in many ways the M&A market held up better than expected.
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