In this issue, we discuss recent Delaware court developments regarding officer liability, who can recover “lost-premium” damages, and trends in books and records actions, among other topics....more
12/27/2023
/ Board of Directors ,
Books & Records ,
Corporate Governance ,
Corporate Misconduct ,
Corporate Officers ,
Delaware General Corporation Law ,
Fiduciary Duty ,
Misappropriation ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders ,
Trade Secrets
Delaware courts have historically been reluctant to allow Caremark (or “board oversight”) claims to gain traction, describing such a claim as “possibly the most difficult theory in corporation law upon which a plaintiff might...more
12/27/2022
/ Board of Directors ,
Books & Records ,
Corporate Counsel ,
Corporate Governance ,
Cybersecurity ,
DE Supreme Court ,
Delaware ,
Delaware General Corporation Law ,
Popular ,
Red Flags Rule ,
Reporting Requirements ,
Risk Management ,
Shareholders ,
Standard of Review
In this issue, we discuss recent Delaware court decisions further developing the bounds around books and records demands. Other articles focus on recent developments concerning advance notice bylaws and the standards used by...more
12/21/2022
/ Advanced Notice of Proposed Rulemaking (ANPRM) ,
Board of Directors ,
Books & Records ,
Bylaws ,
Corporate Counsel ,
Corporate Governance ,
DE Supreme Court ,
Delaware ,
Delaware General Corporation Law ,
Enforcement ,
Recordkeeping Requirements ,
Reporting Requirements ,
Shareholders ,
Standard of Review
Takeaways -
The Delaware Supreme Court simplified the pleadings-stage test applied to derivative suits where no demand has first been made on the board.
Disputes about stockholder books-and-records requests focus...more
This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including the Court of Chancery’s clarification of its evolving views about disclosure-based deal litigation settlements;...more
5/21/2016
/ Acquisitions ,
Aiding and Abetting ,
Board of Directors ,
Books & Records ,
Buyouts ,
Controlling Stockholders ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Disclosure-Based Settlements ,
Fiduciary Duty ,
Financial Adviser ,
Mergers ,
Plainly Material Standard ,
Pleadings ,
Securities Litigation ,
Shareholder Demands ,
Shareholder Litigation ,
Standard of Review
Recent Delaware cases have helped clarify the limits of what the Court of Chancery will consider in a books-and-records demand under 8 Del. C. § 220, and one case has adopted a novel condition that defendants may seek to...more
5/20/2016
/ Books & Records ,
Breach of Duty ,
Burden of Proof ,
Derivative Suit ,
Dismissals ,
Fiduciary Duty ,
Mergers ,
Pleading Standards ,
Shareholder Demands ,
Shareholder Litigation ,
Statute of Limitations