On July 9, 2026, Vice Chancellor Lori W. Will of the Delaware Court of Chancery dismissed a stockholder derivative action against a biopharmaceutical company (the “Company”), as the nominal defendant, and several of its current and former officers and directors.  In re Axsome Therapeutics, Inc. S’holder Deriv. Litig., Consol. C.A. No. 2025-1076-LWW (Del. Ch. July 9, 2026).  The Court rejected plaintiffs’ argument that a Section 220 demand necessarily tolls the statute of limitations and held that plaintiffs’ breach of fiduciary duty, unjust enrichment, and waste claims were barred by laches because they were filed after the three-year limitations period expired.  The Court explained: “A diligently pursued books and records suit may, in appropriate circumstances, justify equitable tolling.  But an eleventh-hour, out-of-court demand pursued with little zeal does not.”

On June 26, 2026, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery dismissed derivative claims against certain directors and stockholders on behalf of a biotech company (the “Company”) that had resolved litigation arising out of an abandoned IPO.  David Rostov v. Alcon Research, LLC, et al., C.A. No. 2025-0648 (Del. Ch. June 26, 2026). 

On June 15, 2026, Vice Chancellor Lori W. Will of the Delaware Court of Chancery granted in part and denied in part a motion to dismiss claims of breach of fiduciary duty and unjust enrichment in a stockholder derivative action challenging two board compensation decisions by a financial institution (the “Company”): a one-time $50 million equity grant to its founder and non-executive chairman, and the directors’ self-awarded compensation.  Ayers v. Foley, No. 2025-0650-LWW, 2026 WL 1723538 (Del. Ch. June 15, 2026).

On April 29, 2026, the Delaware Supreme Court, sitting en banc, affirmed a pair of decisions by the Delaware Court of Chancery dismissing stockholder complaints seeking to assert as-applied equitable challenges to the adoption of advance notice bylaws.  In re The AES Corporation and Owens Corning, Cons. No. 218, 2025, No. 257, 2025 (Del.).

On April 21, 2026, Vice Chancellor Nathan A. Cook of the Delaware Court of Chancery granted a motion to dismiss breach of fiduciary duty claims asserted by Masimo Corp. (the “Company”) against its former CEO and board chairman, enforcing a California forum selection clause in defendant’s employment agreement.  Masimo Corp. v. Kiani, No. 2024-1086-NAC (Del. Ch. Apr. 21, 2026).  

On March 16, 2026, Vice Chancellor Lori W. Will of the Delaware Court of Chancery held that a gaming conglomerate pretextually terminated three key executives of an acquired video game studio to avoid up to $250 million in contingent earnout payments, ordered reinstatement of the acquired company’s CEO, and extended the earnout measurement period.  Fortis Advisors LLC v. Krafton, Inc., 2026 WL 730977 (Del. Ch. Mar. 16, 2026).  In a post-trial decision, the Vice Chancellor cited extensive evidence generated by AI and ordered a remedy designed to return bargained-for operational control back to the CEO.

On May 1, 2026, Vice Chancellor Bonnie W. David of the Delaware Court of Chancery largely granted a motion to dismiss claims for fraud, breach of contract, and breach of the implied covenant of good faith and fair dealing, arising out of a buyer’s alleged failure to use commercially reasonable efforts and achieve certain earnout milestones following its acquisition of a medical device company.  Meyers v. Zimmer Biomet Holdings, Inc., 2026 WL 1194997 (Del. Ch. May 1, 2026).  

On May 7, 2026, the Delaware Supreme Court affirmed the dismissal of stockholder claims challenging a de-SPAC transaction, holding that claims filed more than three years after the allegedly misleading proxy was disseminated were barred by laches.  The decision affirmatively establishes that disclosure-based claims accrue on the date that a proxy is disseminated—not the deadline for redemption or the date of the merger closing.  Reilly v. Horn, No. 426, 2025 (Del. May 7, 2026), aff’g 2025 WL 2781735 (Del. Ch. Sept. 30, 2025).

On April 13, 2026, Vice Chancellor Bonnie W. David of the Delaware Court of Chancery granted defendants’ motions to dismiss derivative claims brought by stockholders of Tesla, Inc. (the “Company”) in Delaware. In re Tesla, Inc. Derivative Litigation, C.A. No. 2024-0631-BWD (Del. Ch. Apr. 13, 2026). The Company had redomesticated from Delaware to Texas and, at the same time, adopted a bylaw designating Texas as the exclusive forum for derivative litigation. The Court enforced the bylaw and dismissed the case even though the claims were brought and the alleged conduct at issue occurred prior to the formal adoption of the bylaw and the Company’s redomestication in Texas.

On February 27, 2026, the Delaware Supreme Court, sitting en banc, affirmed the constitutionality of Delaware Senate Bill 21 (“SB 21”), which amended Section 144 of the Delaware General Corporation Law (“DGCL”) to alter the standard of review applicable to certain controlling stockholder transactions.  Rutledge v. Clearway Energy Group LLC, No. 248, 2025, 2026 WL 548504 (Del. Feb. 27, 2026).  The decision resolves the constitutional uncertainty that had surrounded the amendments since their enactment and confirms that companies may proceed with confidence that compliance with the safe harbor provisions in SB 21 will provide the intended protections.