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9.05.25
2026 Lawdragon 500 Leading Litigators in America Recognizes Wilson Sonsini Attorneys
On September 5, 2025, Lawdragon named 32 Wilson Sonsini attorneys to its 2026 edition of Leading Litigators in America. The lawyers featured in the guide represent the best litigators in the U.S. in antitrust, intellectual property, white collar and investigations, securities and corporate governance litigation, and a vast array of class actions, product liability, and other complex civil litigation.
Client Highlights
4.24.25
Wilson Sonsini Represents Autodesk in Cooperation Agreement with Starboard
On April 24, 2025, Autodesk, Inc. announced that it has entered into a cooperation agreement with Starboard Value LP that includes the appointment of two independent directors, Jeff Epstein and Christie Simons, to Autodesk’s board of directors. Autodesk and Starboard have entered into an Information Sharing and Discussion Agreement to facilitate ongoing collaboration toward the goal of driving sustainable value creation for all shareholders. Wilson Sonsini Goodrich & Rosati has represented Autodesk for decades and advised the company on the cooperation agreement.
In addition to the board appointments, as part of the cooperation agreement, Starboard will withdraw its director nominees and has agreed to customary standstill, voting, and other provisions. The full agreement will be filed as an exhibit to a Form 8-K with the U.S. Securities and Exchange Commission.
The Wilson Sonsini team advising Autodesk was led by corporate partner Richard Blake and shareholder engagement and activism partner Sebastian Alsheimer. Though this was an activism situation, a cross-disciplinary Wilson Sonsini team that included litigation partner Caz Hashemi and Delaware governance litigation partner Brad Sorrels was highly involved in advising Autodesk on the matter.
In addition to the board appointments, as part of the cooperation agreement, Starboard will withdraw its director nominees and has agreed to customary standstill, voting, and other provisions. The full agreement will be filed as an exhibit to a Form 8-K with the U.S. Securities and Exchange Commission.
The Wilson Sonsini team advising Autodesk was led by corporate partner Richard Blake and shareholder engagement and activism partner Sebastian Alsheimer. Though this was an activism situation, a cross-disciplinary Wilson Sonsini team that included litigation partner Caz Hashemi and Delaware governance litigation partner Brad Sorrels was highly involved in advising Autodesk on the matter.
Alerts
2.05.25
Delaware Supreme Court Issues Important Ruling Addressing Fiduciary Duties When Reincorporating out of Delaware
On February 4, 2025, the Delaware Supreme Court issued its much-anticipated decision in the TripAdvisor1 litigation addressing the standard of review that applies to a board’s decision to reincorporate from Delaware to another jurisdiction. The court determined that TripAdvisor’s proposed reincorporation from Delaware to Nevada should be reviewed under the business judgment standard of review, under which courts will defer to the judgment of boards and dismiss ensuing fiduciary duty claims from stockholders.
News Articles
9.25.24
Wilson Sonsini Attorneys Named to 2025 Lawdragon 500 Leading Litigators in America
On September 6, 2024, Lawdragon named 27 Wilson Sonsini attorneys to its 2025 edition of Leading Litigators in America. The lawyers featured in the guide represent the best litigators in the U.S. in antitrust, intellectual property, white collar and investigations, securities and corporate governance litigation, and a vast array of class actions, product liability, and other complex civil litigation. To create this list, Lawdragon weighed nominations, independent research, and views of peers.
Alerts
4.12.24
Recent Delaware Law Developments and Proposed Legislative Responses
The last several months have marked an extremely busy time in Delaware corporate law, with regard to decisions out of the Delaware courts, proposed legislative responses, and shifting market practices. In recent weeks in particular, the Delaware Supreme Court issued a much-anticipated ruling addressing controlling stockholder conflicts of interest that is important for companies with significant stockholders. The Council of the Corporation Law Section of the Delaware State Bar Association (the DSBA) has also proposed an extensive set of amendments to the Delaware General Corporation Law (the DGCL) that address several recent cases, particularly relating to mergers and acquisitions and stockholder agreements. Those amendments still must be adopted by the Executive Committee of the DSBA, enacted by the Delaware legislature, and signed by the Delaware Governor before they become law. This alert is designed to provide an overview of the most pertinent information about these developments.
Alerts
2.21.24
Delaware Court of Chancery Addresses Fiduciary Duty Claims Arising from Reincorporation to Nevada
On February 20, 2024, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued an opinion refusing to dismiss stockholder claims challenging the reincorporation of TripAdvisor from Delaware to Nevada and determining that the entire fairness standard of judicial review, rather than the business judgment rule, applied to the decision to reincorporate. The essence of the court’s determination was that the purpose of the reincorporation was to reduce stockholder litigation risks for its fiduciaries and that a reduction in the litigation rights of stockholders in a controlled company creates a non-ratable benefit for the controller. Accordingly, the standard of review governing the transaction is entire fairness unless the company uses some type of procedural protections, such as approval by an independent board committee and/or minority stockholders, to lower the standard of review by simulating an arm’s-length negotiation. Because no such steps were taken here, the court denied the defendants’ motion to dismiss and allowed the case to proceed under the entire fairness standard.
Alerts
11.13.23
Delaware Court of Chancery Addresses Benefit-of-the-Bargain Damages in Busted Deals and Who Can Seek Them
On October 31, 2023, in Crispo v. Musk, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a decision addressing an important question that arises in mergers and acquisitions: if one of the parties (usually the buyer) refuses to close the transaction, can the jilted company (usually the target company) obtain “benefit-of-the-bargain” damages (including the lost premium that would have gone to stockholders)? At least based on the circumstances before it, the court answered that question in the negative, indicating that only stockholders who are third-party beneficiaries of the agreement, not the corporation, would be entitled to such damages. We expect the decision to engender significant discussion and impact merger agreement drafting.
News Articles
9.11.23
Numerous Wilson Sonsini Attorneys Named to 2024 Lawdragon 500 Leading Litigators in America
On September 8, 2023, Lawdragon released the 2024 edition of its Lawdragon 500 Leading Litigators in America guide assessing America’s top talent among those who represent corporations and other wealthy entities in litigation involving antitrust; financial and securities litigation; intellectual property; commercial; real estate; M&A and Chancery; cybersecurity and data privacy; and white collar and investigations. Attorneys were selected based on journalistic research, submissions, and vetting.
Alerts
6.29.23
Delaware Court of Chancery Issues Decision on Disney Board’s Obligations in the DeSantis Dispute
On June 27, 2023, Vice Chancellor Lori Will of the Delaware Court of Chancery issued a much-anticipated decision addressing the obligations of the board of directors of The Walt Disney Company (Disney) in overseeing Disney’s response to Governor Ron DeSantis and the “Don’t Say Gay” bill, or HB 1557. In particular, the court rejected a books and records demand by a Disney stockholder seeking to investigate wrongdoing on the basis that the Disney board had breached its fiduciary duties by placing its own personal beliefs ahead of the interests of the corporation and its stockholders and taking positions that impaired the company’s value. The litigation reflects the pressures increasingly confronting corporations, and the landmark decision provides valuable guidance to boards in navigating environmental, social, and governance (ESG) issues and controversies.
Alerts
3.21.23
In Rare Decision, Delaware Court of Chancery Imposes Liability on CEO and Acquiror Post-Trial
On March 15, 2023, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a rare post-trial decision finding a CEO personally liable for millions of dollars in damages for breaching his fiduciary duties by tilting his company’s sale process in favor of his preferred acquiror and failing to disclose material facts about the sale process. Equally unusual, the Court of Chancery found the acquiror liable for monetary damages, on a joint basis with the CEO, for aiding and abetting the CEO’s breaches of fiduciary duty in providing inadequate disclosures to stockholders. The decision provides valuable insight into what Delaware courts expect of management and a board when selling a company, as well as the risks that can arise when a court determines that a sale process and related disclosures were improper.
News Articles
10.05.22
Joe Slights Elected as a Fellow of the American College of Governance Counsel
Wilson Sonsini partner Joe Slights has been elected as a 2022 Fellow of the American College of Governance Counsel, a professional, educational, and honorary association of lawyers widely recognized for their achievements in the field of corporate governance.
Following the election of this year’s class, the College will have approximately 150 Fellows and Honorary Fellows, chosen from the ranks of lawyers in the United States and Canada who have displayed a high level of professionalism and a commitment to the advancement of governance practice through a combination of practice and thought leadership activities. Through its programs, the College—which was established in 2014—explores the major governance issues facing business enterprises, including challenges to traditional models of governance, risk management, shareholder engagement, and an increasingly complex regulatory and enforcement environment.
Joe is a former Vice Chancellor of the Delaware Court of Chancery and presided over a number of high-profile disputes during his time on the court. He was sworn in as Vice Chancellor in 2016 after he was nominated by then-Governor Jack Markell and unanimously confirmed by the Delaware state senate. Earlier in his career, he served a 12-year term as a judge on the Superior Court of Delaware, where he was instrumental in creating the court’s Complex Commercial Litigation Division.
Following the election of this year’s class, the College will have approximately 150 Fellows and Honorary Fellows, chosen from the ranks of lawyers in the United States and Canada who have displayed a high level of professionalism and a commitment to the advancement of governance practice through a combination of practice and thought leadership activities. Through its programs, the College—which was established in 2014—explores the major governance issues facing business enterprises, including challenges to traditional models of governance, risk management, shareholder engagement, and an increasingly complex regulatory and enforcement environment.
Joe is a former Vice Chancellor of the Delaware Court of Chancery and presided over a number of high-profile disputes during his time on the court. He was sworn in as Vice Chancellor in 2016 after he was nominated by then-Governor Jack Markell and unanimously confirmed by the Delaware state senate. Earlier in his career, he served a 12-year term as a judge on the Superior Court of Delaware, where he was instrumental in creating the court’s Complex Commercial Litigation Division.
Client Advisories
9.06.22
Reflections from Wilson Sonsini Partner and Former Delaware Vice Chancellor Joe Slights
In August 2022, Joe Slights joined the firm’s Delaware office as a partner after serving as a Vice Chancellor on the Delaware Court of Chancery—the country’s leading business court—for six years. Prior to that, Joe was a judge for the Delaware Superior Court, where he helped form that court’s Complex Commercial Litigation Division, which handles an array of important commercial and contractual disputes. Joe also previously enjoyed a successful career in private practice, focusing on corporate and complex litigation and alternative dispute resolution matters. During his time on the Court of Chancery, Joe presided over many of the nation’s highest-profile business disputes, including the trial over the Tesla/SolarCity transaction and litigations over busted deals and executive compensation. In this publication, Joe shares his reflections from his time serving as a judge and insights on corporate governance issues.