On February 27, 2026, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery granted in part and denied in part defendants’ motions to dismiss in a putative stockholder class action challenging a $4 billion take-private transaction of a software company (the “Company”). In re EngageSmart, Inc. S’holder Litig., C.A. No. 2023-1093-JTL (Del Ch. Feb. 27, 2026). The Court held that the entire fairness test would apply to breach of fiduciary duty claims after finding the MFW safe harbor inapplicable because the complaint adequately alleged the stockholder vote was not fully informed. The Court also sustained a claim for aiding and abetting breaches of fiduciary duty against the Company’s financial advisor but dismissed the aiding and abetting claim against the buyer.

On April 13, 2026, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery dismissed claims for breach of fiduciary duty asserted by minority stockholders against a special committee but declined to dismiss those asserted against non-independent directors and executives in connection with a multi-step spin-off transaction. Vladimir Fishel, et al. v. Liberty Media Corporation, et al., C. A. No. 2024-1057-KSJM (Del. Ch. Apr. 13, 2026). The Court held that, while plaintiffs failed to allege a reasonable inference that the special committee was so controlled that it acted in bad faith, all that was needed to sustain a claim for breach of fiduciary duty against the non-independent directors was “a showing that the conflicted directors voted in favor of the interested transaction.”

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.