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
- Insufficient
- Hype gap+15
- Incentives50
- Confidence58
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
- Insufficient
- Hype gap+10
- Incentives65
- Confidence58
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
- Insufficient
- Hype gap+18
- Incentives62
- Confidence55
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
- Insufficient
- Hype gap+8
- Incentives60
- Confidence62
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
- Insufficient
- Hype gap+22
- Incentives68
- Confidence57
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
- Insufficient
- Hype gap+14
- Incentives72
- Confidence50
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
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
- Insufficient
- Hype gap+22
- Incentives86
- Confidence58
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
- Insufficient
- Hype gap+10
- Incentives45
- Confidence55
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
- Insufficient
- Hype gap−5
- Incentives45
- Confidence48