Our Litigators of the Week are Jonathan Bond of Gibson, Dunn & Crutcher and William Savitt of Wachtell, Lipton, Rosen & Katz, who secured a ruling from the Delaware Supreme Court upholding last year’s closely watched changes to Delaware’s corporate law.

The state’s high court last week found that Senate Bill 21’s safe harbor provisions for controlling stockholder transaction were constitutional, having neither divested the Court of Chancery of equity jurisdiction nor retroactively extinguished any vested plaintiff rights. The decision was a win for Gibson Dunn’s client Clearway Energy, a company facing a shareholder lawsuit where the issue was taken up in an interlocutory appeal, and Wachtell’s clients, the state and governor of Delaware, who intervened to defend SB 21.

Litigation Daily: Who are your clients and how would you characterize what was at stake here?

Jonathan Bond: We represent Clearway Energy Inc., a publicly traded energy infrastructure investor and one of the largest owners of clean energy generation assets in the United States. Clearway acquires assets from its controlling stockholder, Clearway Energy Group LLC, in the ordinary course of business, in transactions that are reviewed and approved by a committee of fully independent Clearway directors. As a result, this case challenged transactions that are at the core of Clearway’s business model.

Bill Savitt: Our clients are the Governor and State of Delaware.  For the state and its political branches, the stakes were high: At issue was whether the legislature and the governor had the authority to amend Delaware’s world-leading corporate law in response to evolving commercial realities.

How did this matter come to you and your firms?

Bond: Clearway is a long-standing client of our firm. This case started in 2024 as a Section 220 books-and-records demand. After Clearway completed its document production in response to the Section 220 demand, the plaintiff filed a derivative action, and Clearway retained Gibson Dunn to represent it in that litigation.

Savitt: We were contacted by the governor’s office.

Who was on your team and how did you divide the work in this interlocutory appeal?

Bond: Colin Davis and Brian Lutz, two of our preeminent Delaware Court of Chancery litigators, represented Clearway in connection with the Section 220 demand and the derivative litigation. After the Court of Chancery certified the plaintiff’s constitutional challenge to SB 21 to the Delaware Supreme Court, Colin and Brian recognized this as a perfect opportunity to leverage the strengths of Gibson Dunn’s world-class appellate practice. That’s how Russell Balikian and I became involved in the case. Russell and I led the briefing and argument in the Supreme Court, with substantial assistance from Colin, Brian, the Gibson briefing team (including Giuliana Cipollone, Connor Mui, Zach Tyree and Hunter Mason) and our Delaware counsel, Elena Norman of Young Conaway Stargatt & Taylor. We also collaborated extensively with Srinivas Raju and his firm, Richards, Layton & Finger, representing codefendants Clearway Energy Group and Christopher Sotos.

Savitt: Our firm’s core team included partners Anitha Reddy and Ryan McLeod, counsel Alexander Mackler and associates Daniel Listwa and Stephen Levandoski. We approached the appeal as we approach all our projects—on a task force basis, attacking the issues from first principles.We had the good luck to work with a spectacular team at Potter Anderson led by Peter Walsh and Callan Jackson.

What was the level of coordination between your two teams?

Bond: We coordinated substantially with the state’s counsel at Wachtell and Potter Anderson. From the outset, it was apparent that Clearway—as the real party in interest—was best positioned to address how SB 21 affects the particular transaction at issue, while the state could offer a broader perspective on the policy arguments in play. We worked to develop distinct but complementary briefs and delivered mutually reinforcing arguments to the Supreme Court. Bill Savitt and the Wachtell and Potter Anderson teams were exemplary partners and a genuine pleasure to work with.

Savitt: We and the superb team at Gibson Dunn and Young Conaway were in good touch and pursued complementary approaches reflecting our clients’ respective interests. 

Opposing counsel, Greg Varallo of Bernstein Litowitz, conceded at the beginning of his oral argument that his cause was “extremely unpopular.” He had the burden of overcoming the presumption that statute was valid and constitutional. Did that take any pressure off you?

Bond: Not for me, because the court clearly is committed to getting the law right and following the state constitution and its precedents where they lead. What’s popular or not doesn’t come into it. Although we argued, and strongly believe, that the plaintiff’s challenge couldn’t surmount the high bar for invalidating an act of the Delaware legislature exercising its own constitutional authority over corporate law, we knew the court had taken the case on certified questions and took these issues very seriously.

Savitt: Not at all. Greg is a skilled advocate. This was his attempt to suggest that he was invoking constitutional principles where they matter most, in support of a position that was unpopular but right. The only trouble is that his position was unpopular and wrong.

The court included an overview of the evolutions of Delaware law government controlling-stockholder transactions aimed at a reader “not steeped in the arcana of Delaware corporate law.” Did the amount of attention this case was receiving from the broader corporate law world in any way shape how you approached your own arguments?

Bond: I think everyone involved recognized the stakes of the case for Delaware corporate law, and the gravity of the constitutional moment unavoidably affected how the parties presented their arguments and their implications. As advocates we all strive to be helpful to the court, and when you know a court is grappling with really weighty issues—where its decision will be an inflection point however it rules—you try to put yourself in their shoes, anticipate the concerns they’re confronting and offer ways to help the court work through them, cognizant of the potential ripple effects of their decision. We understood that the court would ultimately need to explain its ruling in an opinion for multiple audiences—corporations, the Delaware bar and the public—and we tried to present our position in a way that makes sense to legal and non-lawyer audiences alike: The Delaware legislature writes the laws that govern corporations. The state constitution sets which cases courts can hear, but at the end of the day, courts are applying the law the people’s representatives have made.

Savitt: Ultimately we rooted our arguments in legal history, the separation of powers and the relevant precedents. Though the case had very broad implications, the appeal needed to be and was prosecuted for the erudite judges on the court.

What do you think this decision means for shareholder litigation in Delaware moving forward? How do you expect the plaintiff’s bar and others who opposed SB 21 to react in light of this decision?

Bond: To me the biggest takeaway is that corporations and investors alike can trust that Delaware’s corporate law means what it says and that when the legislature changes the law—including in the wake of judicial decisions interpreting it—Delaware courts will give effect to that law. The court wasn’t deciding what Delaware law should be going forward—just that the legislature can exercise its own constitutional authority and responsibility to make the law. I don’t know how plaintiffs will respond, but what I hope everyone takes from the decision is that the constitutionally mandated process of revising corporate law in Delaware—which requires supermajorities in both houses to make a change—is working and that Delaware’s courts give due respect to the laws the legislature makes.

Savitt: The plaintiffs’ bar is resourceful and effective. There will be much litigation to decide what SB 21 means in practice. The Supreme Court’s affirmation of its constitutionality is a pivotal point of departure, but the impacts of the law will be worked out in the traditional way of common law, case by case.

What else is important here in the court’s decision?

Bond: The decision reinforces the legislature’s important role in shaping Delaware’s corporate law. In enacting SB 21, the legislature addressed an area of the Delaware common law that many perceived as having become unpredictable. The court’s decision confirms that response was an appropriate exercise of the legislature’s authority, subject to constitutional limits.

Savitt: In addition to validating an important corporate law reform, the decision reaffirms the right of the political branches to make the law and the flexibility of Delaware in addressing the evolving commercial needs of its corporations and their investors.

Mr. Bond, what comes next in this case? How will litigating it back at the Court of Chancery for Clearway be different than it would have been had the SB 21 safe harbors been found to violate the state’s constitution?

Bond: The Supreme Court’s decision changes significantly how this case will be litigated in the Court of Chancery. Before SB 21, this case likely would have been subject to entire fairness review under the Supreme Court’s decision in Match, which required approval by both an independent special committee and a majority of disinterested stockholders to trigger business judgment review. Now, following the Supreme Court’s decision, this transaction falls squarely within SB 21’s safe harbor for controlling stockholder transactions that are approved by a fully informed committee of independent directors acting in good faith.

What will you remember most about this matter?

Bond: Two things stand out to me. First is getting to play a part, however small, in a dispute about state constitutional law with such far-reaching implications. I had the tremendous good fortune to clerk for Judge Sutton on the Sixth Circuit, who instilled in me and countless others the critical but often-underappreciated importance of state constitutional law. This case illustrates how central state constitutional law is to issues that can affect everyone. We all interact with Delaware corporations every day, and the law that governs them ultimately affects everyone. The court’s decision here not only upheld SB 21, but also confirmed and clarified the legislature’s authority to write those rules.

Second, this case was one of the most joyfully collaborative matters I’ve worked on. Our Gibson Dunn team led by Colin, Brian and Russell worked seamlessly with Elena and her colleagues at Young Conaway and Srini and his team at Richards Layton. Their expertise and insight into Delaware corporate law are really unparalleled and were invaluable in this case. It’s so rewarding to team up with experts like that and so reassuring to walk to the lectern knowing that the best minds in the business have thought through every angle, looked around every corner and armed you with the best answers to the hardest questions.

Savitt: The honor of representing the state and the governor.

Reprinted with permission from the March 6, 2026 edition of “The AmLaw Litigation Daily” © 2026 ALM Global Properties, LLC. All rights reserved. Further duplication without permission is prohibited, contact 877-256-2472 or asset-and-logo-licensing@alm.com.

Writing for Law360 [PDF], partners Jennafer Tryck and Ashley Johnson and associate Wyatt Hayden discuss how the U.S. Court of Appeals for the Fifth Circuit’s ruling in Parrott v. International Bancshares Corp. impacts the current landscape of ERISA arbitration. They write that the decision “adds the Fifth Circuit to a growing group of courts of appeals that have scrutinized the interaction between the Federal Arbitration Act and ERISA’s remedial structure.”

Gibson Dunn scored a trailblazing victory in the Texas Business Court on March 4, 2026, when Judge Marialyn Barnard found in favor of our client Mesquite Energy in a dispute with Sanchez Oil & Gas Corp.

As co-plaintiffs, Mesquite and Sanchez had previously obtained a confidential eight-figure settlement in connection with claims for misappropriation of trade secrets.  The parties then disputed which of the co-plaintiffs owned the underlying trade secrets, with Sanchez claiming 100% of the proceeds.  After a one-week bench trial, Judge Barnard awarded Mesquite 62.2% of the proceeds. The Court found that Mesquite provided all funding for the operations to create the trade secrets and dismissed Sanchez’s arguments as to why the contracts governing the parties’ relationships allocated ownership to Sanchez.  The ruling in the case, Mesquite Energy v. Sanchez Oil & Gas Corp., No. 24-BC11B-18 (Tex. Bus. Ct. 11th Div.), flatly rejects Sanchez’s argument for 100% of the proceeds.

The Gibson Dunn trial team was led by Houston partner Collin Cox and featured critical assistance from Houston associates Lloyd Marshall, Jack DiSorbo, Tiffany Penner, and Tony Alessi, who collectively took all the depositions but one and examined half the trial witnesses.  The action was just the second case to go to trial in the newly constituted Texas Business Court, which began hearing cases in September 2024.

Gibson Dunn advised Serent Capital, a growth-focused private equity firm investing in founder-led B2B SaaS and technology companies, on its investment in Autire, a cloud-based and AI-powered software platform built to support CPA firms performing employee benefit plan (EBP) audits.

The Gibson Dunn M&A team was led by partners Abtin Jalali and James Springer and included associate Francesca Faugno. Partner Daniel Angel and associate Nate Hancock advised on IP, partner Michael Collins advised on benefits, and partner Cromwell Montgomery and associate Nicole Kim advised on finance.

Read more about the transaction here.

Munich partner Ferdinand Fromholzer was interviewed by the International Bar Association for an article on the future of sustainability regulation, “The Future of Corporate Sustainability” (January 22, 2026).

Ferdinand commented on the “Omnibus package” of the European Union simplifying the rules found under the Corporate Sustainability Reporting Directive (CSRD) and the Corporate Sustainability Due Diligence Directive (CSDDD).  The EU is simplifying its regulatory approach to sustainability, he said, not because it is conceptually challenging sustainability regulation but because it is “worried about the global competitiveness of its enterprises and wants to relieve some of the administrative burden connected with this legislation.”

Gibson Dunn advised Gran Tierra Energy Inc. on the exchange offer of all outstanding 9.500% Senior Secured Amortizing Notes due 2029 for newly issued 9.750% Senior Secured Amortizing Notes due 2031.

Our capital markets team included partner Hillary Holmes, of counsel Rodrigo Surcan, and associates Malakeh Hijazi, Caroline Simms, Muriel Hague, and Lachlan McLeod. Partner Shalla Prichard and associate Stephen Arvid Berg advised on financing. Partner Pamela Lawrence Endreny and of counsel Kate Long advised on tax aspects. Partner Michael Collins advised on benefits.

Our Appellate and Constitutional Law Practice Group co-chairs Thomas Dupree, Allyson Ho, and Julian Poon were interviewed by Law360 [PDF] after the team was named an Appellate Group of the Year. They discussed recent client successes, the depth of the team’s bench, and the firm’s legacy of success at the U.S. Supreme Court.

The China Business Law Journal has named two transactions on which Gibson Dunn advised among its 2025 Deals of the Year: JD.com’s privatization of Dada Nexus and the Nina Wang Estate dispute. Our firm advised the special committee of Dada Nexus and advised the joint and several administrators of the estate, respectively. The list was published on March 4, 2026.

The Dada Nexus privatization was led by Singapore and Beijing partner Fang Xue, assisted by of counsel Li Zhiyao and associate Jiayi Lin. The Nina Wang estate dispute was led by Hong Kong partner Brian Gilchrist, assisted by of counsel Andrew Cheng and associates Celine Leung and Carrie Yuen.

Gibson Dunn represented Husky Terminal and Stevedoring, LLC (HTS), operator of the Husky Container Terminal in the Port of Tacoma, Washington, in connection with its (1) financing of the Husky Terminal Improvement Project with the issuance by the Washington Economic Development Finance Authority (WEDFA), as municipal conduit issuer, of $40.13 million of its Port Revenue Bonds, Series 2025 (Tax-Exempt) (Husky Terminal Improvement Project), underwritten by JPMorgan Securities LLC, and (2) a senior secured letter of credit facility with ING Capital LLC.

Our team was led by New York partners Toren Murphy and Anita Girdhari and included associates Maria Fernanda Ojeda Hamui, Jack Jacobson, Ian Mathenge, and Julia Alonzo.

The Reuters: Practical Law The Journal (registration required) article “Commercial Real Estate: 2026 Trends and Predictions” (March 2, 2026) features commentary by Gibson Dunn partner Andrew Lance.

Gibson Dunn is advising Gyre Therapeutics, Inc., an innovative, commercial-stage biopharmaceutical company dedicated to advancing fibrosis-first therapies across organ systems affected by chronic diseases, on its acquisition of Cullgen Inc. The all-stock transaction is valued at approximately $300 million.

Our corporate team includes partners Branden Berns and Ryan Murr and associates Evan Shepherd, Lauren Navarro, Hunter Michielson, and Lauren Romagnoli. Partners Pamela Lawrence Endreny and Rachel Kleinberg and associate Elizabeth Johnson are advising on tax aspects, partner Bradley Smith is advising on antitrust aspects, partner David Wolber is advising on international trade aspects, and partner Sean Feller is advising on benefits.

Gibson Dunn advised the underwriters on Targa Resources Corp.’s offering of $1.5 billion of senior notes.

The firm’s corporate team was led by partner Doug Rayburn and included associates Alexis Levine and Tara Adhikari. Senior counsel Gregory Nelson advised on tax aspects; associate Taylor Cathleen Amato advised on environmental aspects.

Law360 [PDF] has reported on a recent $600,000 settlement reached between our client Amin Booker and the New York Department of Corrections and Community Supervision. Mr. Booker was held in solitary confinement for more than five years in a New York state prison, confined to a windowless cell for 23 hours a day while missing visits from his family. Mr. Booker said he was the victim of retaliation for whistleblowing on mistreatment by corrections officers.

Partner Justine Goeke explained that Mr. Booker’s settlement is one example of many agreements that New York state and the DOCCS have reached with people in solitary confinement. She said that when the attorney general’s office saw the firm was prepared to go to trial, they quickly offered to settle.

“We have a compelling client that speaks clearly about the abuses of the prison system, we already had a finding of liability by a district court judge on one of the claims — I mean, that set the floor,” Justine said. “When we showed the AG’s office that we were ready to go, they came to the table with a significant settlement offer.”

In addition to Justine, our team included associates Marc Aaron Takagaki, Kate Goldberg, Teddy Kristek, Sophie White, Dennis Ting, and Apratim Vidyarthi.

Gibson Dunn advised Thmanyah Publishing and Distribution Company (Thmanyah), a subsidiary of the Saudi Research and Media Group, on entering into a media rights agreement with the Saudi Professional League, the Saudi Arabian Football Federation, and the First Division League. The agreement will grant Thmanyah exclusive broadcasting rights for four sports tournaments — the King’s Cup, Saudi Pro League, Saudi Super Cup, and First Division League — and commercial exploitation across the Middle East and North Africa for a six-year term (2025–2031). The transaction is valued at SAR 2,320,000,000 (approximately $619 million USD).

Our team was led by partners Sean McFarlane and Megren Al-Shaalan and included associates Lojain AlMouallimi, Charlie Peskowitz, and Sloane Ruffa.

The IAM (subscription required) article “UTSA v DTSA: How Claim Selection Is Steering Trade Secret Fight Dynamics” (February 26, 2025) features commentary by partner Angelique Kaounis.

A team at Gibson, Dunn & Crutcher led by Harris Mufson secured an injunction for insurance client Marsh against U.K. broker Howden and seven former Marsh managers and account executives based in Florida who left to launch Howden’s Sunshine State operations. According to court filings, Marsh has seen 160 Marsh employees and more than 80 clients move to Howden as part of a mass hire launched last year. U.S. District Judge Jennifer Rochon in Manhattan held this week that Marsh was likely to succeed on its breach-of-contract claims against the former employees and its tortious interference claims against Howden. Rochon barred further solicitation of Marsh employees and clients, or misuse of confidential Marsh information, which she ordered to be returned. The judge, however, stopped short of barring Howden and the former employees from servicing former Marsh clients presently at Howden, finding that such a move would deny customers the brokers of their choice, without any evidence that the customers would return to Marsh.

The Gibson team representing Marsh includes partner Brian Richman and of counsel Amanda Machin.

To read complete article visit Law.com (subscription required)

Reprinted with permission from the February 27, 2026 edition of “The AmLaw Litigation Daily” © 2026 ALM Global Properties, LLC. All rights reserved. Further duplication without permission is prohibited, contact 877-256-2472 or asset-and-logo-licensing@alm.com.

Gibson Dunn advised the shareholders in connection with the sale of Aicuris Anti-infective Cures AG to Asahi Kasei, through its subsidiary Veloxis Pharmaceuticals, Inc. The acquisition price amounts to 780 million euros (approximately $920 million USD).

Our M&A team was led by partners Dr. Dirk Oberbracht and Sonja Ruttmann and included partner Ryan Murr, of counsel Dr. Aliresa Fatemi, and associates Simon Stöhlker, Andreas Rief, Tim Windfelder, and David Lübkemeier. Partners Dr. Lars Petersen and Kai Gesing and associate Yannick Oberacker advised on regulatory and antitrust issues. Partners Benjamin Rapp and Sean Feller and associates Daniel Reich and Nicolas von Wallis advised on tax. Of counsel Dr. Peter Gumnior advised on labor law aspects.

Partners Ryan Murr and Charlotte Jacobsen were interviewed by Law360 [PDF] after the team was named a Life Sciences Group of the Year. They discussed recent successes and the reasons why the team’s work stands out for clients.

Gibson Dunn received an Elite ranking in 13 categories in the Chambers Associate Satisfaction Surveys for 2026. The rankings are based on Chambers’ annual interview-based research, where associates “respond to an online survey covering every aspect of law firm life.” The Elite level is the highest of the four categories of recognition.

Our firm was ranked Elite in the following categories: Associate Satisfaction; Benefits and Quality of Life; Pro Bono Experience; Career Development; AI Integration; Work Allocation & Autonomy; Culture; Mid to Senior Associate Satisfaction; New York; Northern California; Southern California; Washington, D.C.; and Texas.

Gibson Dunn is advising Arcosa, Inc. on the sale of Arcosa Marine Products, Inc. to Wynnchurch Capital, L.P. for $450 million.

The Gibson Dunn corporate team includes partners Robert Little and Joe Orien and associates Uyen Tu and Riley Gesling. Partner Andy Chen is advising on financing. Partner Michael Cannon and associate Doug Bresnick are advising on tax aspects. Partner Krista Hanvey and associate Kayoko Fong are advising on benefits. Partner Daniel Angel and associate Andrew Hartman are advising on IP aspects. Partner Rachel Levick and associate Taylor Cathleen Amato are advising on environmental aspects.