Issue No. 6 — September 14, 2026

Lead Matter

The Moelis arc — stockholder-agreement governance rights, invalidated, codified, and reversed on timing (Del. Jan. 20, 2026)

A Delaware governance development of unusual consequence for venture practice concerns the document at the center of every financing: the stockholder agreement. In February 2024, the Court of Chancery held in West Palm Beach Firefighters' Pension Fund v. Moelis & Co. that several governance rights granted to a founder by stockholder agreement — pre-approval rights over board action, a board-size requirement, a committee-composition requirement, and an obligation to recommend the founder's nominees — were facially invalid under Section 141(a), while holding the founder's director-designation right and certain nomination and efforts provisions not facially invalid. Delaware's legislature responded within months: Section 122(18), effective August 1, 2024, authorizes corporations to contract with stockholders over governance for board-approved consideration, applies to qualifying contracts whether made before or after that date, and excludes only civil proceedings completed or pending by then — including Moelis itself. On January 20, 2026, the Delaware Supreme Court reversed the Chancery decision (No. 340, 2024, en banc): it held the challenged provisions were at most voidable, not void — making equitable defenses available — and that the claim accrued when the agreement was executed in 2014, rejecting a continuing-wrong theory, so the nine-year-old facial challenge was barred by laches. The court expressly did not reach whether the provisions conflicted with Section 141(a), left later as-applied challenges available, and vacated the declaratory judgment and the fee award below. The practical residue for venture practice, where consent rights, board designation rights, and protective covenants live in exactly these instruments: existing and future agreements are governed by Section 122(18) unless a proceeding was already pending on August 1, 2024, and facial challenges face a laches clock that presumptively runs from signing — measured by analogy to the three-year statute, applied as equity requires rather than as a categorical deadline.

On The Docket

In re Match Group — the controller-transaction roadmap (Del. 2024, 315 A.3d 446)

The doctrinal peak the 2025 statutory amendments (Issue No. 3) were written against: the Delaware Supreme Court held that a controlling stockholder standing on both sides of a transaction and receiving a non-ratable benefit is reviewed for entire fairness, and that, under pre-amendment case law, shifting to business judgment review in conflicted controller transactions — including transactions other than freeze-outs — required both an independent committee and an informed minority vote, with the committee independent in its entirety. Current Section 144 provides different statutory safe harbors, including an either-or route through a qualifying committee or a qualifying disinterested-stockholder vote for covered transactions other than going-private transactions. Read in sequence, Crane (Issue No. 2), Match Group, and the amended Section 144 trace Delaware's movement on controller deals from doctrine to statute — the sequence within which recapitalization challenges, including Cloudflare's, are now litigated.

Guilbeau, revisited — the safe harbors' pending-action carve-out (Del. Ch. 2026)

A transition holding from the dilutive-financing decision covered in Issue No. 2 that deserves its own line: the court applied prior Delaware law to the transaction-specific controller question because the Section 144 safe-harbor amendments — though they otherwise reach earlier transactions — do not apply to actions pending on or before February 17, 2025. Applying that prior law, the court dismissed the transaction-specific controller claim against the alleged controller at the pleading stage; other claims survived. For matters already in litigation by that date, the case law, not the statute, supplies the standard, which is why the decided-case lineage this publication tracks remains the operative law for a meaningful share of the current docket.

Ruling In Focus

Gandhi-Kapoor v. Hone Capital — advancement, contempt, and a waived arbitration clause (Del. Ch. 2023; aff'd 2024)

A line of decisions that continues to shape how fund documents behave under stress. A venture firm's former CFO obtained summary judgment establishing her right to advancement of defense costs from the firm and its fund entity; when demands went unpaid and unobjected-to, the court held the companies in civil contempt, reasoning that advancement orders — unlike ordinary money judgments — can be enforced coercively because delay prejudices the covered person's defense, and imposed a fine of $1,000 per day, to begin after a one-week opportunity to comply. When the fund later invoked its limited partnership agreement's arbitration clause, the court held the provision had been waived by the fund's litigation conduct — a ruling the Delaware Supreme Court affirmed in July 2024. Advancement rights are drafted as boilerplate and tested rarely; this is the public record of what the enforcement path looks like when they are tested — on both sides of the indemnification table.

Doctrine Watch

Witmer, nearly six months on — what the affirmance settled, and what it leaves open

Since the Delaware Supreme Court's March 27, 2026 affirmance (Issue No. 1), the settled proposition is clean: a minority investor does not become a fiduciary merely because it holds a board designee and receives confidential company information. On transaction-specific control, the Chancery examined the theory and found actual control inadequately pleaded, and the Supreme Court affirmed — so that route was rejected on the pleaded facts, while an adequately supported claim remains possible. The decision also does not resolve duties an investor separately undertakes by contract, or claims resting on an agency relationship or on knowing participation in a director's breach; the transaction-specific control analysis in Guilbeau (Issue No. 2) shows the first of those routes being actively litigated on other facts. The practical residue for funds is procedural rather than doctrinal: information-handling practices between designees and fund personnel are now the facts on which such cases are pled. The Docket will track decisions testing each theory as they issue.

Also Tracking

ATP — implementation of the recognition and funding orders (No. 25-12177-LSS) and the district-court appeal (D. Del. No. 1:26-cv-00495-JLH; Issue No. 5) • Cloudflare — decision pending after the August 12 hearing (Issue No. 2) • TSVC — the September 1 preliminary-injunction motion, pending (Issue No. 3) • Musk v. OpenAI — the request for an appealable judgment on the tried claims (Issue No. 4) • SEC v. Gao — further proceedings concerning Gao's proposed final relief (Issue No. 2).