I previously posted about disputes over bump up exclusions in D&O insurance contracts, which exclude from insurance coverage claims that shareholders of a merger target should have received more consideration for their shares. As I argued, the purpose of the exclusion is to ensure that the cost of the acquisition isn’t offloaded on to the insurer. 

One of the cases I mentioned in that post, Harman Int’l Indus. Inc. v. Ill. Nat’l Ins. Co., was just affirmed by the Delaware Supreme Court, and the reasoning interests me.

In this case, Harman International was acquired by Samsung Electronics, and shareholders sued under Section 14(a), which prohibits false proxy statements, and Section 20(a), which adds joint and several liability to control persons – the substantive claim was Section 14(a).  Shareholders argued that, due to false statements in the proxy, they were induced to vote in favor of a merger at a lowball price.

Eventually, the case settled for $28 million, and when the defendants sought insurance coverage, the insurer claimed the settlement was subject to the bump up exclusion.  On appeal, the Delaware Court disagreed.

According to the court, the insurance contract had two clauses, both of which had to…

The National Business Law Scholars Conference (NBLSC) will be held on Tuesday and Wednesday, May 26-27, 2026, at UNLV William S. Boyd School of Law in Las Vegas, Nevada. This is the seventeenth meeting of the NBLSC, an annual conference that draws legal scholars from across the United States and around the world. We welcome all scholarly submissions at all stages relating to business law. Junior scholars and those considering entering the academy are especially encouraged to participate.

Please use this form to submit a proposal to present. The deadline for submissions is Friday, April 3, 2026.  A schedule will be circulated in late April or early May.  More information regarding the Conference can be found here: https://law.unlv.edu/national-business-law-scholars-conference-2026

Please contact Eric Chaffee (Eric.Chaffee@case.edu), if you have any questions. If you are interested in sponsorship opportunities, please contact Benjamin Edwards (benjamin.edwards@unlv.edu)

Conference Organizers:
Afra Afsharipour (University of California, Davis, School of Law)
Tony Casey (The University of Chicago Law School)
Eric C. Chaffee (Case Western Reserve University School of Law)
Steven Davidoff Solomon (University of California, Berkeley School of Law)
Michael Dorff (UCLA School of Law)
Benjamin Edwards (University of Nevada, Las Vegas Boyd School of Law)
Joan MacLeod…

Nevada’s Commission to Study the Adjudication of Business Law Cases held its second meeting on Friday, last week. As I covered in prior posts, the Commission has deep expertise in Nevada court practice with a significant number of seasoned Nevada litigators. For the Commission’s second meeting, I pulled together a roster of speakers to brief the Commission on a range of relevant issues.

The Commission heard from eight different speakers. I opened us with a quick introduction and review of recent reincorporation data for public companies. You can find the slides I used for that briefing here. I drew from Andrew Verstein’s recent work, The Corporate Census. He recently shared the updated draft in the Harvard Law School Forum on Corporate Governance.

Anthony Rickey of Margrave Law spoke next about the strengths undergirding Delaware’s longstanding dominance. Although he did not use any slides, he covered the core reasons why Delaware’s Chancery Courts are the envy of the world. He also explained that it’s more than just the expert and hard-working Chancellors–it’s an entire ecosystem of court reporters, litigation support services, and others that allows Delaware to hum along at its prodigious pace. Notably, Anthony also served as…

Dear BLPB Readers:

“Call for Papers: Ninth Annual Wharton FinReg Conference – 4/10, submission deadline 2/10.

We are pleased to announce that the annual Wharton Financial Regulation Conference will take place on Friday, April 10, 2026.

Convening as the Trump administration wraps up its first year and as we head into the midterm election season, the conference offers a timely opportunity for scholars and policymakers to asses recent developments in financial regulation and peer over the horizon.

We invite submissions from scholars across all disciplines—law, economics, political science, history, business, and beyond—on any topic related to financial regulation, broadly construed.

There is conference funding to support the reasonable travel expenses of paper authors selected to present. There is also some funding available for additional participants, with priority given to new and emerging scholars.”

The complete call for papers is here: 2026 Wharton Fin Reg Conference – CFP

So, the Delaware Supreme Court came out with its long-awaited decision in Moelis & Co. v. West Palm Beach Firefighters’ Pension Fund and as far as I can tell, it holds that a contract is a charter if you wait long enough.

So, the issue here is, Moelis went public with this overweening shareholder agreement in place in 2014 granting Ken Moelis various governance rights. A shareholder bought stock shortly after the IPO, but waited nine years to sue claiming that the agreement was categorically illegal under Delaware law (which, you may have heard, has since been amended). I genuinely, honestly, get the idea that this long after the IPO there might be reliance interests in this governance arrangement, but the Delaware Supreme Court’s manner of expressing such an idea is … weird.

Doctrinally, the legal issue is whether a contract that usurps board authority is (was) “void” or “voidable.” What is the difference? A voidable contract is one that a party has the option of rejecting, but also the option of accepting. A void contract simply cannot be enforced, at all – it is legally impermissible. So, for example, a voidable contract might be one that corporate…

In November, I was privileged to deliver the inaugural Tamar Frankel Lecture at Boston University Law School. Professor Frankel is a trailblazer in corporate governance and fiduciary law, and it was wonderful to see that this lecture series has been established in her name.

Below is the text of my remarks on November 24:

Edit: Now there’s video – this is the Youtube link.

So, I want to begin by adding my voice to the chorus of praise for Professor Frankel’s work.  She is a legend in this field, and I cannot tell you how honored I am to have been invited to kick off this series.

You know, the school advertised this lecture on LinkedIn, and her former students flooded the comments section with praise, a lot of which was words to the effect of, she somehow made securitization interesting!

Which is funny but for real, for those of us in the business space, it’s very much what we aspire to.  What I will aspire to in this talk!

Which is called Corporate Governance Authoritarianism, and I’ll kick it off by pointing to this slide.

I’ve only got like two slides, by the way, so you’re…