Publications

Delaware companies are reincorporating in Texas — 10 in the first half of 2026, more than in all of 2025. Many blame Tornetta v. Musk for this so-called DExit. After the Delaware Court of Chancery rescinded his $56 billion Tesla compensation package in 2024, Elon Musk tweeted: "Never incorporate your company in the state of Delaware." The DExit debate has focused on shareholder suits against companies. Far less attention has gone to what the move means for disputes between M&A counterparties. Many merger agreements contain earnout provisions, making part of the purchase price payable after closing if the acquired business meets specified targets like revenue, regulatory approval or product milestones.

Selendy Gay partner Temidayo Aganga-Williams authored the New York Trends and Developments chapter in Chambers and Partners' Financial Crime 2026 guide.

The Supreme Court will decide how the Fourth Amendment applies to geofence warrants for location data. New York’s outdated laws struggle to address modern digital surveillance, leading to legal uncertainty. Legislation to update the law is needed to clarify rules and protect privacy in the digital age.

The defining feature of financial crime enforcement in 2025 was undoubtedly the pullback by the federal government. As we near the midpoint of 2026, that retreat shows no signs of slowing. The clearest illustration of this is the U.S. Department of Justice's May issuance of a new white collar crime enforcement plan reorienting resources toward fraud on government programs, cartel and transnational criminal organization money laundering, trade and customs fraud, and crime committed by foreign actors.

In Guo v. Despins (In re Kwok), Adv. Pro. No. 24-2504, 2026 WL 922975 (2d Cir. Apr. 6, 2026), the Second Circuit affirmed that a Chapter 11 trustee has standing under the Bankruptcy Code’s “strong-arm” clause, 11 U.S.C. § 544, to bring outsider reverse veil-piercing claims against a debtor’s alleged shell company.

Corey Stoughton, special counsel at Selendy Gay, authored an article in the New York Law Journal examining the growing risks surrounding standing in appellate litigation.

In a significant win for Selendy Gay minority lender clients, Acting New York Supreme Court Justice Anar Rathod Patel almost entirely denied the defendants’ motions to dismiss the excluded lenders’ claims in the STG Logistics, Inc. liability management transaction litigation.

During Banned Book Week 2025, partner Lauren Zimmerman was featured in some of the nation’s leading publications for her insights into recent legal developments and the importance of ongoing advocacy.

In Sei Insieme LLC v. 307 Assets, LLC (In re 307 Assets LLC), 2025 WL 2751373 (2d Cir. Sept. 29, 2025), the Second Circuit affirmed the district court’s dismissal of Sei Insieme LLC’s (“Sei Insieme”) appeal of the debtor’s confirmed plan as equitably moot. 

The Department of Justice Criminal Division announced it will be shifting its white-collar enforcement policies. In this alert, we review the key aspects of the Division’s new enforcement plan, as well as changes to existing DOJ policies on self-disclosure, monitorships, and the whistleblower pilot program.