M&A 2021-2022 Delaware Update: Entire Fairness Standard, Caremark Duties, Appraisal Rights, Demand Futility

Implications of Major Decisions for Negotiating and Structuring Transactions

Recording of a 90-minute premium CLE video webinar with Q&A

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Conducted on Thursday, November 17, 2022

Recorded event now available

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Course Materials

This CLE webinar will discuss significant Delaware court decisions rendered in 2021 and 2022 and the implications for current and future M&A practice. The panel will discuss the anticipated impact of recent Delaware court rulings on standards of review, waiver of appraisal rights, shareholder access to books and records, directors’ duty of oversight under Caremark, demand futility, and other issues.


In 2021 the Delaware Supreme Court adopted a universally applicable test for demand futility. Delaware courts also continued to address appraisal actions under Section 262, including decisions on the viability of a waiver of appraisal rights and the potential for waiver of other stockholder rights.

Courts continued to refine essential doctrines related to M&A litigation, including dual-natured claims and the proper standards for assessing conflicted parties and the transactions involving those parties. Courts further continued to apply the familiar Caremark standard addressing directors’ duty of oversight to various factual scenarios.

Notable cases include the MultiPlan case, in which the court of chancery applied the entire fairness standard of review to a de-SPAC transaction, and Manti Holdings, where the Delaware Supreme Court affirmed the waiver of appraisal rights in certain circumstances, with the court of chancery later addressing the potential for waiving fiduciary claims.

Listen as our panel of experienced M&A attorneys reviews significant Delaware court decisions issued during 2021 and 2022 and their impact on M&A practice.



  1. Overview of trends in M&A litigation
  2. Key 2021 and 2022 rulings
    1. Application of entire fairness standard vs. business judgment rule
    2. Appraisal rights/waiver
    3. Demand futility
    4. Caremark/duty of oversight
    5. Shareholder inspection of books and records
    6. Material adverse effect: lessons from COVID
  3. Implications and best practices for M&A transactional attorneys and litigators


The panel will review these and other highly relevant issues:

  • How have the Delaware courts addressed the standard of review in recent cases?
  • How will the 2021 and 2022 Delaware decisions reshape how deals are structured and litigated?
  • What are best practices for M&A transactional attorneys and litigators in 2022 and beyond?


Stark, Lisa
Lisa R. Stark

K&L Gates

Ms. Stark has nearly 15 years of corporate experience in mergers and acquisitions, strategic investments, initial...  |  Read More

Stottmann, Ryan
Ryan D. Stottmann

Morris Nichols Arsht & Tunnell

Mr. Ryan’s litigation practice focuses on corporate and commercial litigation in the Delaware Court of Chancery...  |  Read More

German, Shannon
Shannon E. German

Wilson Sonsini Goodrich & Rosati

Ms. German’s practice focuses on corporate governance litigation and counseling, navigation of corporate...  |  Read More

Fortunato, Lauren
Lauren Dunkle Fortunato

Young Conaway Stargatt & Taylor

Ms. Fortunato's ties to the local community and legal experience allow to her provide targeted legal advice to her...  |  Read More

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