JudyKim

In a significant development for corporate practitioners, the Delaware Supreme Court issued a unanimous decision on February 27, 2026, that brings long-awaited clarity to one of the more complex areas of deal-making: transactions involving conflicted fiduciaries, including controlling stockholders. In Rutledge v. Clearway Energy Group LLC, the court upheld the constitutionality of Senate Bill 21 (SB 21), a set of amendments to the Delaware General Corporation Law enacted in March 2025. The rulin

On Dec. 24, Jenner & Block advised its client Cizzle Brands Corporation in connection with the credit facility executed in the completion of its acquisition of Flow Water Inc. from RI Flow Sub LLC. Cizzle Brands is a Toronto-based sports nutrition company that is elevating the game in health and wellness.

Jenner & Block successfully defended a Section 1782 discovery authorization in the US District Court for the Southern District of New York, defeating a comprehensive motion to quash on behalf of respondents in one of Korea's largest corporate disputes.

Recent Delaware cases, including Pearce v. NeueHealth (2024) and Trifecta Multimedia Holdings v. WCG Clinical Services (2024), make clear that parties in M&A deals remain exposed to fraud claims when anti-reliance clauses are missing or poorly drafted. In Pearce, the court refused to dismiss fraud claims based on projections shared during negotiations because the merger agreement did not contain a comprehensive anti-reliance clause binding the buyer. The decision underscores Delaware’s firm stan

In a landmark decision with far-reaching implications for private equity-backed ventures and minority investors in Delaware limited liability companies, the Delaware Court of Chancery dismissed a lawsuit brought by former minority unitholders of urgent care provider CityMD. The case, Faiz Khan and Ralph Finger v. Warburg Pincus, LLC, et al. (April 30, 2025), reaffirms the primacy of negotiated contract terms and the enforceability of fiduciary duty waivers in limited liability company agreements

The Delaware Supreme Court’s decision in Sunder Energy, LLV v. Jackson, No. 455, 2023, 2024 Del. LEXIS 407 (December 10, 2024) reaffirmed the courts’ limited willingness to modify or “blue-pencil” overbroad restrictive covenants, emphasizing the importance of freedom of contract and the need for carefully drafted agreements. This case arose when Sunder Energy, a solar sales dealer, sought to enforce restrictive covenants against Tyler Jackson, a minority member and former employee who joined a c