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Shareholder Books And Records Requests To Become More Frequent, And More Potent

As we previously detailed, a shareholder’s request for corporate books and records can raise competing concerns for the company and its directors. ...more

8/12/2013 - Board of Directors Books & Records Corporate Governance Shareholders

Does A Board Need To Put A “For Sale” Sign On The Company When Considering A Change-Of-Control Transaction?

When a board of directors decides to enter the company into a change-of-control transaction, the board is charged with the duty to act reasonably to secure the best value reasonably attainable for its shareholders....more

8/5/2013 - Acquisitions Board of Directors Change of Ownership Mergers Shareholders

How Corporate Charters Can Protect Directors From Money Damages For Acts Of Negligence

Several weeks ago we asked whether directors of public companies face potential liability for not preventing cyber attacks....more

7/12/2013 - Board of Directors Corporate Charters Corporate Governance Damages Fiduciary Duty Negligence

Do Directors Face Potential Liability For Not Preventing Cyber Attacks?

In the past weeks, we’ve reported that while most companies are properly disclosing their exposure to cybersecurity threats, the increasing occurrence and severity of cyber attacks has the SEC considering even more stringent...more

6/25/2013 - Board of Directors Covenant of Good Faith and Fair Dealing Cyber Attacks Cybersecurity Disclosure Requirements Fiduciary Duty SEC

Going-Private Transaction With A Controlling Stockholder – What Standard Of Review Applies?

We previously discussed how important a special negotiating committee of independent directors can be when defending against stockholder challenges to change-of-control transactions – particularly for going private...more

6/3/2013 - Board of Directors Business Judgment Rule Controlling Stockholders Going-Private Transactions Shareholders

“We’re Considering Selling The Company – How Can A Special Committee Help?”

In any change-of-control business transaction, the decision by the target company’s board of directors to approve the deal is subject to heightened scrutiny by the courts. These days, virtually every M&A deal is sure to...more

5/13/2013 - Board of Directors Change in Control Conflicts of Interest Corporate Governance

Shareholder Demands: Accepted, Refused Or Deferred? Let’s Ask RUSH.

When a shareholder makes a demand on a company to pursue litigation, the company’s board can look to generally well-developed law to determine how to evaluate the demand. Though there is no one particular procedure a board...more

1/9/2013 - Board of Directors Business Judgment Rule Shareholder Demands

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