Delaware

Delaware Court of Chancery Invalidates Governance Rights in Stockholder Agreement | Insights & Resources | Goodwin

Published

2 years ago

February 28, 2024

Delaware Court of Chancery Invalidates Governance Rights in Stockholder Agreement | Insights & Resources | Goodwin

On February 23, 2024, the Delaware Court of Chancery issued a decision in a class action lawsuit (West Palm Beach Firefighters’ Pension v. Moelis & Co.) that concluded most of the control provisions in a stockholder agreement in favor of a stockholder were facially invalid under Delaware’s General Corporation Law (“DGCL”) because they were not in the Charter.

Key Takeaways:

Most or all of the invalidated governance provisions would be valid if included in a company’s certificate of incorporation, rather than a stockholders’ agreement
Stockholder agreement provisions could also be incorporated by reference into certificates of incorporation to make amending those provisions easier
Existing arrangements that may be subject to challenge on the same basis as Moelis can be amended to be compliant, subject to fiduciary considerations
This ruling does not impact similar governance provisions for limited liability companies (LLCs) or limited partnerships (LPs)

At the center of the case is a 2014 stockholder agreement (the “Stockholder Agreement”) that provides Moelis & Co.’s (the “Company”) founder, CEO, and Chairman, Ken Moelis, certain negative covenants, or “blocking rights,” with respect to eighteen of the Company’s key decisions, including stock issues, financing, contracts, litigation decisions, dividend payments, and senior officer selections (the “Pre-Approval Requirements”). In addition, under the Stockholder Agreement, the Company’s board of directors (the “Board”) was required to ensure that Moelis can select a majority of its members (the “Board Composition Provisions”).

In its motion for summary judgment, plaintiff stockholder alleged that the Pre-Approval Requirements and the Board Composition Provisions are invalid on their face because they violate the “bedrock” principles of director decision making under Delaware law. More specifically, plaintiff argued that the challenged provisions in the Stockholder Agreement violate Delaware law because they effectively remove from directors “in a very substantial way” their duty to use their own best judgment on matters of management. Meanwhile, the Company argued that Delaware corporations possess the power to contract, including contracts that may constrain a board’s freedom of action, and the Stockholder Agreement should not be treated any differently.

After a painstaking analysis of applicable Delaware cases, the court found that several of the Board Composition Provisions, and all of the Pre-Approval Requirements, were facially invalid under Delaware law. The court decided that each of the Pre-Approval Requirements went “too far” because they forced the Board to obtain Moelis’s prior written consent before taking “virtually any meaningful action” and, thus, “the Board is not really a board.” Potentially worth note, the court decided only to address the Pre-Approval Requirements together, rather than individually, leaving open the possibility that some of them, standing alone, could be valid. It is not clear whether that choice was meant to convey legal significance, but at a minimum it leaves open the question for future litigation of how any particular blocking right might have been viewed when analyzed through the multi-prong test laid out in the opinion.

Offering some counsel to market participants, the court makes the point that the provisions it invalidated could have been accomplished consistent with Delaware law if they had been included in the Company’s certificate of incorporation, rather than in a stockholder agreement. The court also posited that, even now, the Board could implement many of the challenged provisions by using its blank check authority to issue Moelis a single “golden share” of preferred stock carrying a set of voting rights and director appointment rights.

Additionally, because this decision arises out of the DGCL, it does not apply to other corporate forms such as LLCs or LPs.

The Opinion will likely have a ripple effect on cases already pending in the Chancery Court that involve similar “new wave” stockholder agreements. Beyond those matters, in this Firm’s view and based on our experience, the most likely practical impact is that the next time that a target’s counsel argues against including one or more stockholder rights in the target’s certification of incorporation—perhaps based on the efficiency of leaving certain matters to the Board, instead of requiring stockholder votes—the potential investor will win that negotiation.

Our team will continue to monitor the Moelis & Co. case, including with respect to any appeals, and will continue to give thought to the decision’s impact. Please contact Jordan Weiss, Mike Kendall, Jennifer Chunias, Joe Rockers or Dylan Schweers with any questions.

This informational piece, which may be considered advertising under the ethical rules of certain jurisdictions, is provided on the understanding that it does not constitute the rendering of legal advice or other professional advice by Goodwin or its lawyers. Prior results do not guarantee a similar outcome.

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Delaware

How much snow fell on Sunday? Totals for Philadelphia area

Published

11 hours ago

December 14, 2025

Press Room

How much snow fell on Sunday? Totals for Philadelphia area

PHILADELPHIA – Snow stacked up quickly across the Philadelphia region Sunday, with new reports showing nearly 9 inches in some suburbs and several inches on the ground in much of the city.

December Snow in Willow Grove, PA (Photo: Tyler Thrasher/FOX)

The latest Public Information Statement from the National Weather Service office in Mount Holly, issued at 10:36 a.m. Sunday, shows significantly higher snowfall totals than the early-morning reports. Many communities that were sitting at 1 to 3 inches before sunrise are now in the 5 to 8 inch range, especially north and west of Philadelphia.

5,500+ PECO homes, businesses without power Sunday as winter storm impacts region

In the city, an observation from Center City lists 3.6 inches of snow, while neighborhoods in the Northeast like Fox Chase, Bustleton and Somerton are reporting between 4 and 5 inches. An official reading at Philadelphia International Airport shows 1.3 inches, underscoring the sharp gradient from the airport to the rest of the city.

The heaviest bands have focused on parts of Chester, Montgomery, Bucks, Lehigh, Carbon and Northampton counties, where multiple towns are now reporting 7 to 8 inches. South Jersey and northern Delaware have also seen a solid plowable snow, with widespread 4 to 7 inch totals in some communities.

These totals are based on reports collected through about 10:30 a.m. Sunday and may continue to rise where snow is still falling.

Snow totals in the Philadelphia area

Philadelphia

Fox Chase: 5.0″
Bustleton: 4.9″
Rockledge (city border): 4.9″
Somerton (1 SW): 4.3″
Center City/Philadelphia (observer): 3.6″
Philadelphia International Airport: 1.3″

December Snow in Willow Grove, PA (Photo: Tyler Thrasher/FOX)

Southeastern Pennsylvania

Chester County

East Nantmeal Twp: 8.8″
East Nottingham Twp: 8.5″
Malvern: 8.0″
Berwyn: 8.0″
Exton area: 7.9″
Atglen / West Sadsbury Twp: 7.8″
West Caln Twp: 7.5″
West Chester (2.4 SSE): 6.5″

Montgomery County

Blue Bell (2.3 NW): 8.7″
Near Worcester Twp: 8.5″
Skippack area: 8.0″
Harleysville / Salford Twp: 7.5″
Pennsburg area: 7.0″
New Hanover Twp: 7.0″
Pottstown area (including Stowe and NE Pottstown): 6.6″–7.3″
Norristown: 7.2″
Willow Grove / Jenkintown corridor: 6.0″–6.4″

Bucks County

Doylestown (3.4 SW): 8.0″
Hilltown Twp: 7.8″
Tinicum Twp area: 7.5″
Perkasie / Souderton / Trumbauersville: around 7.0″
Fricks: 7.0″
Newtown / Langhorne area: around 6.0″
Levittown: 5.0″
Croydon: 5.2″

Delaware County

Bethel Twp: 6.5″
Springfield: 6.0″
Upper Chichester: 5.5″
Aston: 4.8″
Morton: 4.9″
Lansdowne: 4.0″

Berks, Lehigh, Carbon and Northampton counties

East Nantmeal / Alburtis / Earl Twp / Lake Harmony / Lehigh Twp (Carbon): around 7.0″–8.0″
Coopersburg (Lehigh): 8.0″
Center Valley: 7.0″
Macungie (1 NW): 6.5″
Allentown: 5.6″
Bethlehem area: around 6.0″
Pen Argyl: 7.0″

New Jersey

Burlington County

Moorestown: 7.0″
Mount Laurel / Burlington: 5.8″
Medford Lakes: 4.8″
Mount Holly (NWS office): 3.6″

Camden and Gloucester counties

Haddon Township: 5.7″
Pennsauken: 5.7″
Pitman: 5.6″
Washington Twp (Gloucester): 5.5″
Monroe Twp (Gloucester): around 4.0″
Winslow Twp: 3.1″

Atlantic, Salem and Cumberland counties

Hammonton: 4.0″
Woodstown: 4.5″
Salem: 3.8″
Pennsville: 3.5″
Ventnor City: 2.5″
Atlantic City International Airport: 0.6″

Delaware

New Castle County

Bear: 6.8″
Hockessin: 6.0″
Wilmington (north): 5.4″
Newark area: 3.9″–4.6″
Middletown area: 3.8″
New Castle County Airport: 3.3″

Kent County

Smyrna / Clayton / Cheswold area: around 2.0″
Magnolia area: 1.4″

Winter Light Spectacular at Lehigh Valley Zoo canceled Sunday due to snow, cold temperatures

By the numbers:

Highest total so far: 8.8″ in East Nantmeal Township (Chester County)
Other standout totals: 8.7″ in Blue Bell (Montgomery County), 8.5″ in East Nottingham Township (Chester County), 8.0″ in Doylestown area, Coopersburg and parts of Carbon County
City of Philadelphia: generally 3″–5″ away from the airport, with around 3.6″ in Center City and up to 5.0″ in Fox Chase
Many suburbs: now in the 5″–8″ range, especially north and west of the city

What’s next:

Snow continues to impact travel across the region Sunday, with many neighborhood and secondary roads still snow-covered or slushy. Drivers should plan for reduced visibility, slick spots, and extended travel times, especially in areas that picked up more than 5 inches of snow.

The Source: This article is based on observed snowfall totals from the National Weather Service Mount Holly Public Information Statement.

WeatherPhiladelphia

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Delaware

How much snow will we get? Delaware under winter weather advisory

Published

23 hours ago

December 14, 2025

Press Room

How much snow will we get? Delaware under winter weather advisory

Delaware is under a winter weather advisory for the weekend, with snow and bitterly cold conditions expected.
Snowfall of 1 to 5 inches is possible across the region, with higher amounts of up to 6 inches in New Castle County.
The snow is expected to begin Saturday night and continue through mid-morning on Sunday.
Bitterly cold temperatures and low windchills will follow the snow, lasting through early next week.

Gas the snowblowers and get those shovels out because snowfall is headed for Delaware.

Snow is forecast for this weekend with bitterly cold conditions then settling in through early next week.

On Saturday, Dec. 13, the National Weather Service in Mount Holly, New Jersey, placed all of Delaware under a winter weather advisory and the Delaware Bay under a gale warning.

Meanwhile, Philadelphia and areas surrounding the city are under a winter storm warning.

Here’s a look at what to expect with the Delaware weather forecast for Saturday, Dec. 13, through Sunday, Dec. 14.

Delaware weather radar

When will it snow?

A period of snow is expected the night of Dec. 13 through mid-morning Dec. 14, according to the National Weather Service.

This may start as some light rain or a rain/snow mix south and east of I-95 before quickly changing to all snow. Snowfall intensity may increase for a time early in the morning on Dec. 14.

About 1 to 5 inches of snow across the region is possible. While the location of where a zone of higher amounts can occur is less certain, the greatest chances for this is mostly across the I-95 corridor, the weather service said.

The snow will begin falling around 11 p.m. in Wilmington while snowfall will begin in the central portion of New Castle County by midnight and the southern part of the county by 1 a.m., according to the NWS.

The northern part of Kent County can expect snow to start falling around 2 a.m. and areas around Dover by 3 a.m.

Snow will begin in the southern part of Kent County and northern portion of Sussex County around 4 a.m.

Most of Sussex County can expect snow at 5 a.m. while the southern part of the county will see snowfall by 6 a.m. Areas around Rehoboth Beach can expect snow by 7 a.m.

How much will it snow?

That will depend where you are in Delaware.

A total of 1 to 5 inches of snow across the whole area. There could be a zone of 5-plus inches near I-95 into southern New Jersey and northern Delmarva, where snowfall rates near 1 inch per hour are also possible, according to the NWS.

Snowfall intensity may increase for a time early Sunday morning, forecasters said.

Most parts of New Castle County can expect up to 4 to 6 inches, while Kent County could see up to 1 to 2 inches in some areas. Sussex County should expect at least an inch, the NWS said.

Delaware snow forecast

Here’s an AccuWeather town-by-town snow forecast for this weekend in Delaware:

New Castle County

Middletown: 3 to 6 inches
New Castle: 4 to 6 inches
Newark: 4 to 6 inches
Pike Creek: 4 to 6 inches
Wilmington: 3 to 6 inches

Kent County

Dover: 2 to 4 inches
Felton: 2 to 4 inches
Harrington: 2 to 4 inches
Milford (In Kent and Sussex counties): 2 to 4 inches

Sussex County

Georgetown: 1 to 3 inches
Millsboro: 1 to 3 inches
Rehoboth Beach: 1 to 3 inches
Seaford: 1 to 3 inches

Snow impacts

Here are some of the likely impacts of the weekend weather, according to the NWS:

Snow-covered roads and slippery conditions possible the night of Dec. 13 and the morning of Dec. 14.
Rain to snow could reduce the snow totals some. In addition, any pre-treating of surfaces would get initially washed away on the night of Dec. 13.
Hypothermia or frostbite could occur with prolonged exposure and lack of proper clothing. Some impacts to infrastructure are possible the night of Dec. 14 through Dec. 16.

Windchills reach single digits, gale warning

When you’re outside shoveling, make sure to bundle up because it’s going to be bitterly cold Dec. 14 into Dec. 16.

Bitterly cold conditions will arrive Dec. 14 and continuing through early next week with the coldest time frame the night of Dec. 14 through the night of Dec. 15. Air temperatures on Dec. 16 stay below freezing across the region.

By Sunday night, the windchill will make it feel like 6 degrees in Wilmington, 4 degrees in Dover, and 5 degrees in Rehoboth Beach.

Many areas will not get above freezing from Sunday through Tuesday until a warming trend begins Wednesday, Dec. 17.

Peak gusts of 25 to 40 mph will be present Sunday into Sunday night which will result in very low windchill values.

Areas of blowing snow are possible, which may result in roads becoming snow-covered again and reduced visibility at times, according to the NWS.

Wind gusts between 35 to 40 knots are probable on the Delaware Bay and the New Jersey and Delaware Atlantic coastal waters along with hazardous seas. Areas of freezing spray are possible the night of Dec. 14 and Dec. 15.

How do I stay safe in the snow?

It is strongly recommended that you stay at home when it snows.

But if you absolutely need to drive, make sure you bear in mind the following safety tips:

Drive slowly. Snow and ice can decrease traction on the road, so be sure to reduce your speed.
Avoid using cruise control.
Increase following distances from the usual two seconds to roughly five to six seconds, as it’ll take longer for you to come to a stop on snowy roadways.
Make sure you have at least a half a tank of gas in your car.
Make sure you have an emergency driving kit in your vehicle. Items should include blankets or sleeping bags, extra warm clothing, first-aid supplies, drinking water and shelf-stable food items like protein or energy bars and trail mix.

If there’s a chance you’ll have to shovel your driveway or walkway this weekend, make sure you pay attention to the latest weather forecast, wear appropriate clothing and boots, and drink lots of water.

Make sure you also pace yourself as you’re shoveling. Check if you feel any pain or soreness and have your phone close by in case of an emergency.

What should I do to keep warm?

With winter fast approaching, residents are recommended to take the necessary steps to stay safe as the weather turns cold.

This includes making sure your homes “can be safely heated” and you always have crucial items on hand in case of an emergency, including nonperishable and pet foods, water and medicine.

Delawareans are also encouraged to have a driving kit in their car this winter.

Items should include blankets or sleeping bags, extra warm clothing, first-aid supplies, drinking water and shelf-stable food items like protein or energy bars and trail mix.

Olivia Montes contributed to this story.

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Delaware

Search Warrants in Dover Lead to Arrests for Drug and Gun Offenses – Delaware State Police – State of Delaware

Published

1 day ago

December 13, 2025

Press Room

Search Warrants in Dover Lead to Arrests for Drug and Gun Offenses – Delaware State Police – State of Delaware

Date Posted: Saturday, December 13th, 2025

The Delaware State Police have arrested 39-year-old Neal Barnes, 52-year-old Anthony James, and 51-year-old Kevin Walker, all from Dover, Delaware, for felony drug and gun charges following three search warrants in Dover.

On December 11, 2025, members of the Kent County Drug Unit executed search warrants at three residences on the 60, 70, and 100 blocks of Vanessa Drive in Dover. The search warrants were obtained following an investigation of Neal Barnes, Anthony James, and Kevin Walker for the distribution of illegal narcotics from their residences. During the search warrants, all three suspects were detained inside their respective homes without incident, and a child was present in Walker’s residence.

During a search of Barnes’ residence, detectives found the following items:

Approximately 2.76 grams of cocaine
Approximately 99.76 grams of crack cocaine
9mm handgun and ammunition
.38 caliber handgun and ammunition
Digital scales
Drug paraphernalia

During a search of James’ residence, detectives found the following items:

Approximately 19.88 grams of crack cocaine
Approximately 52.59 grams of cocaine
Drug paraphernalia
$2,472 in suspected drug proceeds

During a search of Walker’s residence, detectives found the following items:

Approximately .69 grams of heroin
Approximately .35 grams of methamphetamine
Approximately 11.77 grams of crack cocaine
Approximately 31 ecstasy pills
Approximately 14 acetaminophen and oxycodone hydrochloride pills
Approximately 21 buprenorphine and naloxone sublingual films

Barnes was arrested and taken to Troop 3, where he was charged with the crimes listed below, arraigned by Justice of the Peace Court 2, and committed to Sussex Correctional Institution on a $57,000 cash bond.

Neal Barnes

Possession with Intent to Distribute a Controlled Substance, Tier 3 (Felony)
Possession of a Controlled Substance, Tier 3 (Felony)
Possession with Intent to Deliver a Controlled Substance (Felony)
Possession of a Firearm/Destructive Weapon if Previously Convicted of a Violent Felony (Felony) – 3 counts
Possession of a Controlled or Counterfeit Substance except Human Growth Hormone without a Prescription
Possession of Drug Paraphernalia

James was arrested and taken to Troop 3, where he was charged with the crimes listed below, arraigned by Justice of the Peace Court 2, and committed to Sussex Correctional Institution on a $146,000 cash bond.

Anthony James

Possession with Intent to Distribute a Controlled Substance, Tier 3 (Felony)
Possession of a Controlled Substance, Tier 3 (Felony)
Possession with Intent to Distribute a Controlled Substance, Tier 2 (Felony)
Possession of a Controlled Substance, Tier 2 (Felony)
Possession of Drug Paraphernalia

Walker was arrested and taken to Troop 3, where he was charged with the crimes listed below, arraigned by Justice of the Peace Court 2, and committed to Sussex Correctional Institution on a $39,500 secured bond.

Kevin walker

Possession with Intent to Distribute a Controlled Substance, Tier 2 (Felony) – 2 counts
Possession of a Controlled Substance, Tier 2 (Felony) – 2 counts
Possession with Intent to Distribute a Controlled Substance (Felony) – 2 counts
Possession of a Controlled or Counterfeit Substance except Human Growth Hormone without a Prescription – 5 counts
Endangering the Welfare of a Child by Committing a Drug Offense with a Child in the Dwelling