Board oversight of significant company risk areas and legal compliance deserves renewed attention, as the Delaware Supreme Court recently ruled that monitoring practices that have previously been considered acceptable may...more
10/18/2019
/ Blue Bell Creameries ,
Board of Directors ,
Breach of Duty ,
Caremark claim ,
Compliance ,
Controlling Stockholders ,
DE Supreme Court ,
Derivative Suit ,
Duty of Loyalty ,
Failure To State A Claim ,
Fiduciary Duty ,
Liability ,
Listeria ,
Manufacturing Facilities ,
Oversight Duties ,
Risk Management ,
Senior Managers
In Marchand v. Barnhill, a unanimous Delaware Supreme Court imposed substantial new procedural expectations on corporate directors to satisfy their fiduciary duty of oversight related to material risk areas and legal...more
9/28/2019
/ Appeals ,
Bad Faith ,
Board Meetings ,
Board of Directors ,
Breach of Duty ,
Corporate Minutes ,
Damages ,
DE Supreme Court ,
Duty of Care ,
Duty of Loyalty ,
Fiduciary Duty ,
Food Safety ,
Listeria ,
Oversight Duties ,
Reversal ,
Risk Management ,
Senior Managers ,
Shareholder Litigation
Preferred stock is commonly used for venture capital and private equity investments. It gives the investor the ability to convert to common stock if the deal succeeds, and also includes protection of the liquidation...more
7/30/2018
/ Board of Directors ,
Breach of Duty ,
Capital Raising ,
Delaware General Corporation Law ,
Entrepreneurs ,
Fiduciary Duty ,
Investors ,
Liquidation ,
Preferred Shares ,
Share Redemption ,
Shareholders ,
Venture Capital
Venture capital firms and their director designees on portfolio company boards can find themselves stuck between their fiduciary duty to common shareholders and the terms of preferred investment documents. Before any other...more
4/30/2018
/ Board of Directors ,
Breach of Duty ,
Common Stock ,
Conflicts of Interest ,
Fiduciary Duty ,
Mergers ,
Preferred Shares ,
Recapitalization ,
Risk Mitigation ,
Shareholders ,
Stock Redemption ,
Venture Capital
The Delaware Chancery Court recently held a respected investment banking firm liable for aiding and abetting breaches of fiduciary duty by the target company board in connection with an allegedly flawed sale process. The...more