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Bad Faith Corporate Governance

The Volkov Law Group

Checking In on Caremark Cases in Delaware

The Volkov Law Group on

Over the last ten years, we have seen a marked shift from the Delaware Chancery Court chipping away at corporate board member liability claims.  In a number of seminal cases involving Boeing airplane crashes (In re the Boeing...more

Proskauer on Privacy

SolarWinds: A Lesson on How Companies Victimized by Data Breaches Can Quickly Become the Target of Litigation and Regulatory...

Proskauer on Privacy on

In 2020, SolarWinds Corp., a company that provided information technology software to private and government entities, was the victim of a cybersecurity breach. Russian hackers are believed to have slipped malicious code...more

Farrell Fritz, P.C.

New York Judge Spares NRA “Corporate Death Penalty”

Farrell Fritz, P.C. on

The National Rifle Association has long been a politically charged topic for its fans and critics. For those of you more interested in the politics of the NRA’s ongoing battle with New York’s Attorney General Letitia James,...more

Skadden, Arps, Slate, Meagher & Flom LLP

Caremark Update: Delaware Court of Chancery Dismisses Two ‘Oversight’ Derivative Actions Arising From Government Investigations

The Delaware Court of Chancery recently issued two opinions — Richardson v. Clark (MoneyGram) and Fisher v. Sanborn (LendingClub) — that dismissed stockholder derivative claims for breach of directors’ oversight duties...more

White and Williams LLP

Evidence of Lack of Adequate Compliance Systems Sufficient to Plead Bad Faith by Board

Summer is usually the best time of year for ice cream companies, but the season is off to a rough start for Blue Bell Creameries, USA, Inc. The Delaware Supreme Court, in Marchand v. Barnhill, held on June 18 that a suit...more

McDermott Will & Emery

Corporate Law & Governance Update - June 2018

McDermott Will & Emery on

Executive Compensation Recoupment - The most recent development in the prominent University of Louisville Foundation controversy is the release of an independent analysis suggesting that its senior executive leadership was...more

McDermott Will & Emery

Corporate Law & Governance Update - December 2017

McDermott Will & Emery on

Unprecedented 2018 Board Challenges - The health system board should be prepared to address an extraordinary number of significant, enterprise-level challenges that are expected to arise in 2018. These challenges will...more

Morris James LLP

Chancery Dismisses Complaint for Failure to Allege Noncompliance

Morris James LLP on

A principal difference between alternative entities and corporations under Delaware law is the ability in the former to modify or eliminate fiduciary duties. A Delaware court is required by statute to give effect to the...more

Orrick, Herrington & Sutcliffe LLP

Expanded Liability of Officers in Russian Companies

In Resolution No. 62 “on Liability of Members of a Company’s Governing Bodies” dated July 30, 2013 (the “Resolution”) the Russian Supreme Arbitrazh Court provided new interpretations of the Russian statutory rule that the...more

Foley & Lardner LLP

Legislature Rewrites Florida LLC Law

Foley & Lardner LLP on

The 2013 Florida Legislature made several important changes to the law governing Florida limited liability companies (LLCs). The new law was based primarily on the Revised Uniform Limited Liability Company Act as amended in...more

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