Scott Macdonald

Delaware's Supreme Court upheld Friday hotly contested legislation approved by state lawmakers in 2025 that expanded liability shields for some corporate acts involving controlling stockholders or potentially conflicted officers or directors, and narrowed public access to some corporate books and records. The controversial legislation upheld by Delaware's high court had been approved by lawmakers amid concerns that state-domesticated corporations might recharter elsewhere. (iStock.com/Ray Tan) In a unanimous 37-page opinion, penned by Delaware Justice Gary F. Traynor, the high court upheld Delaware Senate Bill 21, which emerged from high-pressure debates over stockholder attorney fees and corporate liability in the Legislature, driven by what were seen as court rulings that threatened to fuel an exodus of businesses from the state. "The question here, at bottom, is not whether the General Assembly may eliminate a segment of the Court of Chancery's equity jurisdiction — jurisdiction that is time-honored and firmly grounded in our state constitution — without simultaneously establishing an adequate legal remedy in another tribunal," the decision, which followed arguments on Nov. 5, said. "It may not. The question is whether" Section 1 of S.B. 21 "effects the result Rutledge claims that it does. We conclude that it does not," the full five-member court said in the opinion. Resolved by the state's five justices were challenges by plaintiffs' counsel to S.B. 21, which was backed by businesses and Gov. Matt Meyer and approved in March. The legislation expanded liability shields for some corporate acts involving controlling stockholders or potentially conflicted officers or directors, and narrowed public access to some corporate books and records. In the Clearway Energy Group LLC case, stockholder Thomas Drew Rutledge challenged the fairness of a $117 million asset purchase — a wind energy project in Idaho — by the company, questioning the deal's fairness and the approval without a majority of the stockholder minority vote. By the time the case got to the Court of Chancery, it put at issue the company's right to invoke "safe harbor" protections for purportedly conflicted acts based on the state General Assembly's adoption of more business-friendly Delaware General Corporation Law amendments. Delaware's justices agreed to consider the case in light of S.B. 21. Meyer greeted the ruling as a win for those concerned that hefty damage awards to stockholders who challenge corporate acts would tarnish the state's long-standing reputation as a corporate charter hub and diminish confidence that courts could deliver balanced rulings and awards in disputes between companies and public stock investors. "Delaware is the gold standard locale for global companies to do business, as it has been for more than 100 years, and today's Supreme Court decision further affirms that fact," Meyer said in a statement issued shortly after the release of the ruling. "The Delaware franchise remains strong because of our state's commitment to providing clear and predictable corporate governance rules and our ability to sustain a business-friendly environment." The spread of opinion, however, was predictably wide. "I'm disappointed in that I disagree with the conclusion," said Charles Elson, a retired University of Delaware corporate governance professor and founding member of the university's Weinberg Center for Corporate Governance. "I think that by the court doing so, the result will be the limitations of the court's ultimate authority — in that you've now ceded that the Legislature can overrule a Supreme Court decision." Lawmakers approved the fast-tracked bill amid rumblings that state-domesticated corporations and the franchise fees they pay — more than 20% of the state's general fund — could be lost to the state as companies recharter elsewhere, straining other revenue sources. In an alert Friday, Richards Layton & Finger PA, Delaware's largest law firm, said: "The Clearway Energy decision confirms that the legal framework of amended Section 144 will govern conflict of interest transactions going forward. The decision provides welcome clarity and demonstrates Delaware's commitment to providing predictable corporate governance rules for directors, officers, and stockholders of Delaware corporations." The legislation was rushed through the General Assembly with sometimes angry arguments from both sides, with advocates warning that without the changes, Delaware's status as a corporate charter and litigation hub would suffer, along with state revenues. Coinciding with the debate was a strengthening of a "DExit" drumbeat, pounded out by economic development advocates and legislatures in other states. Prominent among those were Nevada and Texas, where lawmakers and attorneys pushed to develop their own business court counterparts to Chancery, lured on in part by the prospect of corporate charter revenues that have long kept Delaware's budgets filled and taxes low. "We are obviously disappointed but are grateful to the court for its hard work and guidance," Gregory V. Varallo of Bernstein Litowitz Berger & Grossmann LLP said Friday. During arguments before the justices on Nov. 5, Varallo said "there has never been a case like this" because the General Assembly has never purported to take away from Chancery remedies that include "the power to do equity." Chancery's ability "to act with respect to a series of transactions is being taken away," Varallo said, adding separately that a provision of S.B. 21 retroactively barring some litigation even if filed prior to the passage of the law is unconstitutional. Clearway Energy Inc. stockholder Thomas Drew Rutledge is represented by Gregory V. Varallo of Bernstein Litowitz Berger & Grossmann LLP. Clearway Energy Group LLC and Christopher Sotos are represented by Srinivas M. Raju, Matthew D. Perri and Andrew L. Milam of Richards Layton & Finger PA. The state of Delaware and its governor are represented by Peter J. Walsh, Michael A. Pittenger, T. Brad Davey, Callan R. Jackson and Joshua S. Almond of Potter Anderson & Corroon LLP and William Savitt, Ryan A. McLeod, Anitha Reddy and Alexander S. Mackler of Wachtell Lipton Rosen & Katz. Clearway Energy Inc. is represented by Elena C. Norman, Skyler A.C. Speed and Alyssa T. Atkisson McKeever of Young Conaway Stargatt & Taylor LLP, Brian M. Lutz, Colin B. Davis, Jonathan C. Bond and Russell B. Balikian of Gibson Dunn & Crutcher LLP and Srinivas M. Raju, Matthew D. Perri and Andrew L. Milam of Richards Layton & Finger PA. Corporate Law Academics, which submitted a brief in support of Thomas Drew Rutledge's appeal, is represented by Ned Weinberger and Mark D. Richardson of Labaton Keller Sucharow LLP. The Society for Corporate Governance is represented by William M. Lafferty, Lauren K. Neal and Phillip Reytan of Morris Nichols Arsht & Tunnell LLP and Nicole A. Saharsky, Andrew J. Pincus and Minh Nguyen-Dang of Mayer Brown LLP. The case is Thomas Drew Rutledge v. Clearway Energy Group LLC and Christopher Sotos and Clearway Energy Inc., case number 248,2025, in the Supreme Court of the State of Delaware. The case under appeal is Thomas Drew Rutledge v. Clearway Energy Group LLC and Christopher Sotos, case number 2025-0499, in the Court of Chancery of the State of Delaware.

Feb 27

5 min

Sidley represented Orion Resource Partners LP (“Orion”) in connection with the formation of the Orion Critical Mineral Consortium (“Orion CMC”), a mission-driven investment platform designed to support the United States, its allied and partner nations in developing secure, responsible, and resilient critical mineral supply chains underpinning future economic growth and national security. Orion CMC was established with an initial capital commitment of US$1.8 billion through a partnership between Orion, the U.S. International Development Finance Corporation (“DFC”), and a global sovereign investor focused on critical infrastructure and global supply chains. The consortium will bring together leading metals and mining investors and operators to invest in and develop critical minerals assets, prioritize near-term producing projects, and build diversified supply chains that address demand from advanced manufacturing, data centers, artificial intelligence, and other strategic sectors. This is a first-of-its-kind debt and equity platform transaction with the U.S. government. The Sidley team was led by Jennifer A. Spiegel, Joshua W. Thompson and Noam M. Waltuch, and included Ellen Murphy (Investment Funds); Ashtyn M. Hemendinger and Bill Turnbull III (Global Finance); and Christian D. Barraza (Tax). Read DFC’s press release here.

Feb 27

1 min

In this week's Taxation With Representation, French electric utility Engie acquires UK Power Networks, Gilead Sciences Inc. buys clinical-stage biotechnology company Arcellx Inc., and The Brink's Co. acquires NCR Atleos in a deal that unites two major companies in the ATM business. Engie-UK Power Networks $14B Deal French electric utility Engie said Wednesday it has agreed to acquire UK Power Networks, a top British electricity distribution operator, from Hong Kong-based CK Group for an equity value of £10.5 billion (approximately $14.2 billion) and an enterprise value of £15.8 billion, which is about $21.3 billion. A Linklaters LLP team that advised CK Group included tax partner Chris Smale and managing associate Catherine Sam. Engie said in a statement Wednesday that the acquisition will bolster its footprint in the UK. The transaction is expected to be completed in mid-2026, subject to certain regulatory and shareholder approvals, Engie said. Gilead's $7.8B Arcellx Buy Biopharmaceuitcal company Gilead Sciences Inc. said Feb. 23 it has agreed to buy clinical-stage biotechnology company Arcellx Inc. as part of a deal valued at $7.8 billion. A Ropes & Gray LLP team advising Gilead included tax partners Benjamin Rogers and David Saltzman, while a Wilson Sonsini Goodrich & Rosati PC team representing Arcellx included tax partner Gregory Broome and associate Anjali Krishnan. Gilead said in a Feb. 23 statement it has agreed to acquire Arcellx for $115 per share in cash plus one contingent value right worth $5 per share, reflecting an implied equity value of $7.8 billion. The companies' boards of directors approved the transaction, which is expected to close in the second quarter of 2026, subject to regulatory approvals and other conditions, Gilead said. ATM Players' $6.6B Deal The Brink's Co. said Thursday it has agreed to acquire NCR Atleos in a cash-and-stock transaction valued at approximately $6.6 billion that combines two top financial technology infrastructure providers. A Sidley Austin LLP team steering Brink's included partners Suresh Advani and Christian Brause, counsel Eric Grosshandler and managing associate Patrick Gray advising on tax aspects. The transaction is expected to close in the first quarter of 2027, subject to certain conditions including regulatory and shareholder approvals, Brink's said in a statement Thursday.

Feb 27

2 min

Delaware's Supreme Court upheld Friday hotly contested legislation approved by state lawmakers in 2025 that expanded liability shields for some corporate acts involving controlling stockholders or potentially conflicted officers or directors, and narrowed public access to some corporate books and records. The controversial legislation upheld by Delaware's high court had been approved by lawmakers amid concerns that state-domesticated corporations might recharter elsewhere. (iStock.com/Ray Tan) In a unanimous 37-page opinion, penned by Delaware Justice Gary F. Traynor, the high court upheld Delaware Senate Bill 21, debate on which in the Legislature hinged on what was the perceived exodus of businesses from the state. "The question here, at bottom, is not whether the General Assembly may eliminate a segment of the Court of Chancery's equity jurisdiction — jurisdiction that is time-honored and firmly grounded in our state constitution — without simultaneously establishing an adequate legal remedy in another tribunal," the decision, which followed arguments on Nov. 5, said. "It may not. The question is whether" Section 1 of S.B. 21 "effects the result Rutledge claims that it does. We conclude that it does not." The arguments placed before the state's five justices address challenges by plaintiffs' counsel to S.B. 21, which was backed by businesses and Gov. Matt Meyer and approved in March. The legislation expanded liability shields for some corporate acts involving controlling stockholders or potentially conflicted officers or directors, and narrowed public access to some corporate books and records. Lawmakers approved the fast-tracked bill amid rumblings that state-domesticated corporations and the franchise fees they pay — more than 20% of the state's general fund — could be lost to the state as companies recharter elsewhere, straining other revenue sources. The legislation was rushed through the General Assembly with brief but often pointed and sometimes angry arguments from both sides, with advocates warning that without the changes, Delaware's status as a corporate charter and litigation hub would suffer, along with state revenues. Clearway Energy Inc. stockholder Thomas Drew Rutledge is represented by Gregory V. Varallo of Bernstein Litowitz Berger & Grossmann LLP. Clearway Energy Group LLC and Christopher Sotos are represented by Srinivas M. Raju, Matthew D. Perri and Andrew L. Milam of Richards Layton & Finger PA. The state of Delaware and its governor are represented by Peter J. Walsh, Michael A. Pittenger, T. Brad Davey, Callan R. Jackson and Joshua S. Almond of Potter Anderson & Corroon LLP and William Savitt, Ryan A. McLeod, Anitha Reddy and Alexander S. Mackler of Wachtell Lipton Rosen & Katz. Clearway Energy Inc. is represented by Elena C. Norman, Skyler A.C. Speed and Alyssa T. Atkisson McKeever of Young Conaway Stargatt & Taylor LLP, Brian M. Lutz, Colin B. Davis, Jonathan C. Bond and Russell B. Balikian of Gibson Dunn & Crutcher LLP and Srinivas M. Raju, Matthew D. Perri and Andrew L. Milam of Richards Layton & Finger PA. Corporate Law Academics, which submitted a brief in support of Thomas Drew Rutledge's appeal, is represented by Ned Weinberger and Mark D. Richardson of Labaton Keller Sucharow LLP. The Society for Corporate Governance is represented by William M. Lafferty, Lauren K. Neal and Phillip Reytan of Morris Nichols Arsht & Tunnell LLP and Nicole A. Saharsky, Andrew J. Pincus and Minh Nguyen-Dang of Mayer Brown LLP. The case is Thomas Drew Rutledge v. Clearway Energy Group LLC and Christopher Sotos and Clearway Energy Inc., case number 248,2025, in the Supreme Court of the State of Delaware. The case under appeal Thomas Drew Rutledge v. Clearway Energy Group LLC and Christopher Sotos, case number 2025-0499, in the Court of Chancery of the State of Delaware.

Feb 27

3 min

Nearly 50 partners across six Big Law firms helped steer the $110 billion deal confirmed on Friday between Paramount Skydance Corporation and Warner Bros. Discovery, according to lists of firm lawyers on the deal. Warner Bros., which accepted the offer from Paramount, initially indicated it would accept an offer from Netflix for the business that came in between $72 billion and $83 billion, but a campaign (and substantial financial investment) by the Ellison family eventually won out. Larry Ellison, the father of Skydance/Paramount head David Ellison, personally backed $40.4 billion of the offer. Bank of America and Citigroup are providing around $54 billion in debt financing, while several Middle East sovereign wealth funds (reportedly Saudi Arabia, Qatar and Abu Dhabi) also kicked in cash to reach the $110 billion mark. Cravath, Swaine and Moore was the lead counsel for Paramount, while Debevoise & Plimpton and Wachtell, Lipton, Rosen & Katz acted as co-counsel for Warner Bros. Latham & Watkins worked with the investment consortium on finance, and Cleary, Gottlieb, Steen & Hamilton advised the special committee to the board of directors for Paramount. Covington & Burling was regulatory counsel for Warner Bros. Several Big Law leaders and M&A rainmakers jumped in to see it through. That included Faiza Saeed, presiding partner at Cravath, working for Paramount, and Andrew Nussbaum, co-chair of Wachtell Lipton, working for Warner Bros. Top M&A partners and dealmakers at Latham, Debevoise and Covington also worked the deal. The Cravath team was comprised of partners Saeed, Daniel Cerqueira, Claudia Ricciardi, Alexander Greenberg and Minh Van Ngo on M&A matters; partners Andrew Pitts and C. Daniel Haaren on capital markets matters; partner George Zobitz on banking matters; partner Lauren Angelilli on tax matters; partner Jonathan Katz on executive compensation and benefits matters; partners Andrew Finch and Noah Joshua Phillips on antitrust matters; partners Kevin Orsini and Justin Clarke on litigation matters; and partner John W. White on corporate governance matters. Debevoise & Plimpton and Wachtell, Lipton, Rosen & Katz were co-counsel for Warner Bros. The Debevoise team was led by M&A partners Jonathan Levitsky, Erik Andrén, Gordon Moodie and Katherine Durnan Taylor, employee benefits and executive compensation partner Simone Hicks, IP and technology transactions partner Henry Lebowitz, capital markets partners Benjamin Pedersen and Matthew Kaplan, finance partners Ryan Rafferty and Ramya Tiller and tax partners Peter Schuur and Erin Cleary and includes M&A partners John Love and William Regner The Wachtell team was led by corporate partner and firm co-chair Andrew Nussbaum and corporate partners Karessa Cain, Hannah Clark and Jacob Pearlman. Deborah Paul handled tax, while firm co-chair William Savitt and partner Ryan McLeod handled litigation matters. Finance partner Gregory Pessin rounded out the partners working the deal. Latham worked with Paramount and an investor consortium on equity finance. The team was led by New York partner Ian Nussbaum, Chicago partner Max Schleusener, and Los Angeles partners Rick Offsay and Liliana Ranger. Cleary was led by partners Paul Shim and Kelsey Nussenfeld. The Covington team, as regulatory counsel for Warner Brothers, included Derek Ludwin (DC); Johan Ysewyn (Brussels); Ross Demain (DC); Melissa Van Schoorisse (Brussels); James Marshall (London); Nathan Wilkins (Brussels); Romain Girard (Brussels); Silvia Wu (DC); and Jaina Patel (DC). In all, there were at least six announced deals valued at more than $1 billion in the last week. Two of those were over the $5 billion range. There was at least one new SPAC merger and one new IPO tracked by Radar. There were at least nine debt offerings over $500 million tracked last week. Deals on the Radar The information regarding the deals below was derived exclusively from Law.com Radar. Engie SA has acquired UK Power Networks Holdings Ltd. (UKPN), an electricity distribution operator in the UK, from CK Infrastructure Holdings Ltd. for an equity value of approximately 10.5 billion pounds ($14.2 billion). The transaction, announced Feb. 25, is expected to close in mid-2026. France-based Engie was advised by a Herbert Smith Freehills team led by partners Caroline Rae, Silke Goldberg and Frédéric Bouvet. Counsel information for UKPN was not immediately available. The Brink’s Co., the security and armored truck company, has agreed to acquire ATM network NCR Atleos Corp. in a cash and stock transaction valued at approximately $6.6 billion. The transaction, announced Feb. 26, is expected to close in the first quarter of 2027. Richmond, Virginia-based Brink’s was advised by Sidley Austin New York-based partners Adam Cromie, David Grubman and George Hunter. NCR Atleos, which is based in Atlanta, was counseled by King & Spalding partners Robert J. Leclerc, Rahul Patel, Michelle Stewart and Keith M. Townsend. Latham & Watkins represented J.P. Morgan, acting as the financial advisor to NCR. The Latham & Watkins corporate team was led by partners Charles Ruck and Brian Umanoff. An investor consortium led by Affinius Capital, in partnership with Vista Hill Partners, has agreed to acquire Veris Residential, a Class A multifamily REIT, for an all-cash consideration of Veris common stock valued at an enterprise value of $3.4 billion. Affinius Capital and Vista Hill Partners were advised by Skadden, Arps, Slate, Meagher & Flom; Greenberg Traurig; and Simpson Thacher & Bartlett. Veris Residential, which is based in Jersey City, New Jersey, was counseled by Weil, Gotshal & Manges and Seyfarth Shaw. Fried, Frank, Harris, Shriver & Jacobson guided J.P. Morgan, acting as financial advisor to Veris. The Fried Frank team was led by M&A and private equity partners Philip Richter and Roy Tannenbaum. Goldman Sachs & Co., the lead arranger and underwriter on the bridge loan, was represented by Gibson, Dunn & Crutcher. Citigroup has agreed to sell 24 percent of its Mexico retail-banking unit to General Atlantic, Brazilian bank BTG Pactual and insurance giant Chubb, among others, for roughly $2.5 billion. The transaction, announced Feb. 24, is expected to close by the end of 2026. Sao Paulo-based BTG Pactual Bank was advised by Simpson Thacher & Bartlett partner Grenfel Calheiros. Counsel information for Citigroup, which is based in New York, was not immediately available. CECO Environmental Corp. and Thermon Group Holdings have agreed to merge for a stock and cash consideration valued at approximately $2.2 billion. The transaction, announced Feb. 24, is expected to close in mid-2026. Dallas-based CECO Environmental was advised by Gibson, Dunn & Crutcher. Thermon Group, which is based in San Marcos, Texas, was counseled by Sidley Austin. Fried, Frank, Harris, Shriver & Jacobson has guided Citi, acting as lead financial advisor to CECO. The Fried Frank team was led by M&A and private equity partners Philip Richter and Roy Tannenbaum. SPAC Mergers: IQM Finland Oy, a super conducting quantum computers designer and manufacturer, is going public via SPAC merger with Real Asset Acquisition Corp. As a result of the merger, IQM will be listed on one of the two leading U.S. stock exchanges with a post-transaction equity value of $450 million. Espoo, Finland-based IQM Finland was advised by Borenius and Cooley partners Eric Blanchard, Peter Byrne and Rita Sobral. Real Asset Acquisition Corp., which is based in Princeton, New Jersey, was counseled by Perkins Coie; Krogerus; and Conyers. IPOs: Guardian Metal Resources plc, an exploration-stage critical minerals company, announced that it has filed a registration statement with the U.S. Securities and Exchange Commission in connection with its proposed initial public offering of its American Depositary Shares. Guardian Metal was advised by Davis Polk & Wardwell partners Michael Kaplan and Connie Milonakis. BMO Capital Markets, which acted as the underwriter, was counseled by Skadden, Arps, Slate, Meagher & Flom partner Ryan Dzierniejko. Debt Offerings: OpenAI Group PBC has secured $110 billion after announcing the close of its funding round led by Amazon ($50 billion), NVIDIA ($30 billion) and SoftBank ($30 billion). San Francisco-based OpenAI was advised by a Wachtell, Lipton, Rosen & Katz team led by corporate partners Andrew J. Nussbaum and Mark F. Veblen. Counsel information for the lead investors was not immediately available. Bank of America announced a $7 billion aggregate principal senior notes offering. The lead manager, sole bookrunner and representative of the several underwriters were advised by Davis Polk & Wardwell partners Lucy Farr and Christopher Schell. Counsel information for Bank of America, which is based in Charlotte, North Carolina, was not immediately available. Infineon Technologies AG announced an aggregate 2 billion euros ($2.4 billion) in unsubordinated unsecured notes. Neubiberg, Germany-based Infineon Technologies was advised by Freshfields Bruckhaus Deringer partner Christoph Gleske. The Republic of Paraguay announced an aggregate $1.3 billion principal bond offering. The Republic of Paraguay was advised by Cleary Gottlieb Steen & Hamilton partners Matthew Brigham and Ignacio Lagos. Sunoco LP has announced an aggregate principal $1.2 billion senior notes offering. Philadelphia-based Sunoco LP was advised by a Vinson & Elkins team led by partners Jackson O'Maley, Ben Heriaud and David Stone. MetLife announced a $1 billion aggregate principal subordinated debenture. New York-based MetLife was advised by a Willkie Farr & Gallagher team led by partners John Schwolsky, Benjamin Nixon and Anne Barrett. The debentures come due in 2056. Matador Resources Co. announced a $750 million senior unsecured notes offering. Dallas-based Matador Resources Co. was advised by Baker Botts partners Preston Bernhisel, Stephen Marcus and Luke Weedon. The notes come due 2034. TPG Operating Group II LP, an indirect, wholly owned subsidiary of TPG Inc., announced a $500 million senior notes offering. TPG Operating Group II was advised by Weil, Gotshal & Manges. Wells Fargo Securities, BofA Securities, Morgan Stanley and Goldman Sachs Group, which acted as the underwriters, were counseled by a Davis Polk & Wardwell team including partners Stephen Byeff, Derek Dostal, Jack Orford, David Schnabel and Aliza Slansky. The senior notes come due 2031. Paul, Weiss, Rifkind, Wharton & Garrison has guided an ad hoc group of term loan lenders and bondholders in connection with Advantage Solutions Inc.'s $590 million aggregate principal senior secured notes offering. The Paul Weiss team included partners Lauren Bilzin, Joseph Glatt and Sung Pak.

Mar 2

7 min