News & Analysis as of

Board of Directors

More On Revlon Duties In California

by Allen Matkins on

Following yesterday’s post concerning the status of Revlon duties in California, I received a note from Suzanne Weakley, an attorney at the California Continuing Education of the BAR (aka the CEB). For those readers not...more

Delaware Court Of Chancery Focuses On Fiduciary Duty Of Directors Appointed By Preferred Stockholders

by Roetzel & Andress on

In a recent Delaware Court of Chancery opinion filed April 14, 2017 in The Frederick Hsu Living Trust v. ODN Holding Corporation, the court held that it may be a breach of the directors’ fiduciary duty to cause the...more

Compliance Program Oversight - The Board’s Overlooked Role

It’s long been axiomatic that an effective compliance program cannot exist without a strong ethics and compliance culture, which in turn requires the proper “tone from the top.” Yet, when most companies think “top,” they...more

Is There A “Revlon Duty” In California?

by Allen Matkins on

There are certain seminal Delaware corporate law cases that are so well known that corporate lawyers are wont to assume that they have been adopted and followed everywhere. One such case is Revlon, Inc. v. MacAndrews &...more

Did The Harvard Shareholder Rights Project Prove Itself Wrong?

by Allen Matkins on

In December 2014, Stanford Law School Professor Joseph A. Grundfest and Daniel M. Gallagher incited an academic titanomachy when they released a draft of an academic paper provocatively entitled “Did Harvard Violate Federal...more

Day 12 of One Month to Better Compliance through HR-Succession Planning Around Compliance [Video]

by Thomas Fox on

Another area where compliance can play a key role is in succession planning. Succession planning is just as important as governance, enterprise risk and strategic oversight. In other words, it is just as important. Sadly,...more

Court Of Chancery Declines To Hold Unocal Claim Automatically Excuses Demand

by Morris James LLP on

A derivative plaintiff who fails to make a pre-suit demand on the board must show why demand is excused using particularized facts. Here, the plaintiff argued that demand was automatically excused by sufficiently pleading a...more

Court Of Chancery Rejects Novel Breach Of Appraisal Rights Claim

by Morris James LLP on

This decision begins with a conventional analysis of a claim that disclosure violations and director self-interest have tainted a merger vote. That claim was rejected for want of factual support. More unusual, the decision...more

Blog: You’re a Delaware Public Benefit Corporation — Now What?

by Cooley LLP on

So you’ve decided to incorporate as (or convert into) a Delaware Public Benefit Corporation (PBC). In your Certificate of Incorporation you have chosen a public benefit, or mission statement. Now what? This article discusses...more

All [A]Board: Insights and Inspirations for Your Journey to and in the Boardroom

[co-author: Olga Mack, Clearslide] Carly and Olga were law school classmates at Berkeley Law and have continued their friendship and professional collaboration ever since. They serve as board members for both for-profit...more

Georgia Governor Signs into Law Revisions to Business Judgment Rule, Codifying Protections for Banking and Corporate Officers and...

On Tuesday, Governor Nathan Deal signed into law a change to Georgia’s business judgment rule. The legislation, which was supported by the Georgia Bankers Association and the Georgia Chamber of Commerce, purports to modernize...more

"Court of Chancery Provides Guidance on 'Credible Basis' Standard for Obtaining Books"

The Delaware Supreme Court has held that strict adherence to the procedural requirements of Section 220 of the Delaware General Corporation Law “protects the right of the corporation to receive and consider a demand in proper...more

"Delaware Supreme Court Examines Director Disinterestedness, Independence"

Delaware law provides important tools for directors to maintain control of derivative lawsuits.1 One such tool is the “demand requirement” embodied in Court of Chancery Rule 23.1, which requires that before a stockholder acts...more

"Q&A With Delaware Litigation Partner Ed Micheletti"

What is the most significant recent development in Delaware, from a litigation standpoint? The most significant recent development impacting deal litigation in Delaware is the continuing evolution of the Corwin doctrine,...more

"Sections 204 and 205 of Delaware Corporation Law: Effective Tools to Remedy Defective Corporate Acts"

Since they became effective in 2014, Sections 204 and 205 of the Delaware General Corporation Law (DGCL) have provided mechanisms for a corporation to unilaterally ratify defective corporate acts or seek relief from the Court...more

Order in the Meeting: Dealing with Difficult Shareholder Meetings [Audio]

by Bryan Cave on

Being in the season for shareholder meetings, hosts Jonathan Hightower and Rob Klingler take the opportunity to discuss tips for how to approach challenging shareholders or circumstances at your annual meetings....more

"The Continuing Evolution of Corwin in Delaware Courts"

Recent Delaware Supreme Court and Court of Chancery cases have continued to refine the impact and requirements of Corwin v. KKR Financial Holdings LLC, in which the Delaware Supreme Court held that the business judgment rule...more

Blog: Does A Long-Term View Really Pay Off?

by Cooley LLP on

In this February 2017 article in the Harvard Business Review, “Finally, Evidence That Managing for the Long Term Pays Off,” a team from McKinsey and associated consultants attempt to prove empirically what has often seemed...more

Defendants in Stock Purchase Indemnification Action Entitled to Advancement under Bylaws

In Davis et al v. EMSI Holding Co., the Delaware Court of Chancery held that officers and directors of an acquired company were entitled to advancement under the acquired Company’s by-laws for expenses incurred in defending...more

Stockholders' Complaint Survives Chancery's 'Corwin' Analysis

by Morris James LLP on

After a series of successful applications of the Corwin doctrine in Delaware's Court of Chancery, a plaintiff has finally survived a motion to dismiss where Corwin was applied. In In re Saba Software Stockholder Litigation,...more

Reimagining Your Board's Function [Audio]

by Bryan Cave on

A recent jury verdict against bank directors is causing banks to revisit the functions of their boards and committees. In this episode, Ken Achenbach joins Jonathan Hightower and Rob Klingler to discuss how a bank's board...more

Corporate Governance in The Trump Era: A Note of Caution

by WilmerHale on

The past decade or so has been a challenging time for publicly held companies, particularly those in the financial sector. Since 2008, banks and financial services firms have been the subject of an aggressive effort by the...more

Court Of Chancery Explains The “Known Looter” Theory For Controllers

by Morris James LLP on

This is an interesting decision because it examines an intriguing legal theory for holding a controlling stockholder liable in a sale: the “known looter” theory. Generally speaking, controllers can sell their stock to whoever...more

Home Depot Agrees to Settle Data Breach Shareholders’ Suit

In a surprise move late last week, Home Depot has agreed to settle a shareholders derivative suit filed against current and former members of the Board of Directors and the Chief Executive Officer and Chief Information...more

Notable Delaware Decisions: First Quarter 2017

by BakerHostetler on

The Delaware Chancery Court and Delaware Supreme Court were busy during the first quarter of 2017, handing down decisions touching on: Required disclosure in a variety of settings – for standard-of-review “cleansing”...more

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