News & Analysis as of

Board of Directors Gross Negligence

Conyers

The Boundaries, and Benefits, of ‘Gross Negligence’ Under Cayman Islands Law

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For many years, it has been standard industry practice in the Cayman Islands, as in similar jurisdictions, for company directors, corporate service providers, and professional service providers, to apportion risk between...more

Skadden, Arps, Slate, Meagher & Flom LLP

Recent Trends in Officer Liability

More than a decade ago in the seminal case Gantler v. Stephens, the Delaware Supreme Court clarified that officers of Delaware corporations owe the same fiduciary duties of care and loyalty that directors owe to the...more

K&L Gates LLP

Stockholder Makes Demand on United Airlines and Encounters Turbulence

K&L Gates LLP on

In City of Tamarac Firefighters’ Pension Trust Fund v. Corvi, et. al, C.A. No. 2017-0341-KSJM, the Delaware Chancery Court issued a Memorandum Opinion granting a motion to dismiss under Chancery Rule 23.1 for failing to prove...more

Pillsbury Winthrop Shaw Pittman LLP

Developments in Association Law 2017 – 2018

A review of key legal developments at the federal and state levels for nonprofit organizations - Federal government and private antitrust enforcement continues against nonprofits. ...more

Seyfarth Shaw LLP

Delaware Chancery Court Throws Out Claims Over $10 Million Severance Payment to CEO

Seyfarth Shaw LLP on

Seyfarth Synopsis: A Delaware Chancery Court judge last week dismissed a derivative complaint seeking to recover a $10 million severance payment made to a corporation’s former CEO because he found that plaintiff shareholder...more

Morris James LLP

Court of Chancery Applies Business Judgment Standard Under New Supreme Court Precedent

Morris James LLP on

This is an important decision that reverses a prior opinion in the same case. The Court did so because after it issued its prior opinion, the Delaware Supreme Court issued its Corwin decision holding that when a merger is...more

McDermott Will & Emery

Inside M&A - October 2015

McDermott Will & Emery on

Overview of SPACs and Latest Trends - A number of recent successful business combination transactions involving special-purpose acquisition companies (SPACs) led by prominent sponsors have driven a resurgence in the SPAC...more

Manatt, Phelps & Phillips, LLP

Fourth Circuit: Business Judgment Rule May Not Protect Bank Officers in FDIC Action

Why it matters - Bank officers may be liable in a lawsuit brought by the Federal Deposit Insurance Corp. (FDIC) while the directors escaped liability, in a new ruling from the Fourth Circuit Court of Appeals interpreting...more

Nossaman LLP

Limited Defenses Available Against FDIC As Receiver

Nossaman LLP on

As of August 2013, since the fallout from the recent financial crisis, the FDIC as receiver for failed banks has brought suit against former directors and officers of 76 failed institutions. These lawsuits are based on...more

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