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Board of Directors Liability

NAVEX

Five Ethics Questions to Ask About Your Company’s Use of AI

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CISOs, compliance officers, corporate boards, and other senior executives are quick to worry these days about the risks of artificial intelligence – but fear not! Some of the brightest minds in technology have built a tool to...more

Jones Day

Directors Beware: How to Navigate Belgium's Latest Tort Liability Changes

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The Situation: Tort liability rules for directors in Belgium changed significantly following the recent publication of a new Book 6 of the Civil Code. The new rules will enter into force on January 1, 2025....more

Skadden, Arps, Slate, Meagher & Flom LLP

Fighting Early Obsolescence: New EU Directive Extends Liability Risks

On 6 March 2024, the EU published directive 2024/825/EU, intended to bolster consumer rights in the face of environmental challenges. The directive seeks to clarify companies’ liability concerning information obligations...more

Foley & Lardner LLP

Palkon v. Maffei: Delaware’s Warning Shot to Controlling Stockholders Seeking to Evade Fiduciary Duties by Reincorporating

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In late February, the Chancery Court denied a motion to dismiss a stockholder lawsuit against the controlling stockholder and board of directors of TripAdvisor, Inc., seeking to enjoin a reincorporation of TripAdvisor into...more

Venable LLP

Fiduciary Liability Limitations Under Nevada Law Trigger Entire Fairness Review of Conversion from Delaware Due to Controlling...

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The Delaware Court of Chancery, in Palkon v. Maffei, et al., C.A. No. 2023-0449-JTL (Del. Ch. Feb. 20, 2024), determined that a reduction in the liability exposure of a fiduciary due to the conversion of a Delaware...more

Hogan Lovells

Einfluss der Zustimmung des Aufsichtsorgans auf die Geschäftsleiterentlastung im Rahmen der BJR

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In Prozessen, welche die Haftung von Geschäftsleitern betreffen, kommt der Genese unternehmerischer Entscheidungen oftmals eine wesentliche Bedeutung zu. Hierbei sind Unternehmen und anwaltliche Vertreter gut beraten, auch...more

Society of Corporate Compliance and Ethics...

Navigating CCO liability risks: Tips for staying out of the SEC's crosshairs

The issue of chief compliance officer (CCO) liability has long been debated; it has become a grave concern for CCOs, CEOs, and other C-suite executives who put on “too many hats” within an organization and take on the firm’s...more

International Lawyers Network

Establishing A Business Entity In Israel (Updated)

While there are a few different forms of “corporate” entities in Israel, this guide will focus on companies and partnerships as these are the entities that the non-Israeli businessman is most likely to set up or invest in if...more

Akerman LLP

Delaware Court of Chancery Extends Oversight Obligations to Non-Director Corporate Officers

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In former Chancellor Allen’s hallmark decision in In re Caremark International, Inc. Derivative Litigation, the Delaware Court of Chancery held that directors of a corporation owe stockholders the fiduciary duty of oversight....more

Partridge Snow & Hahn LLP

Nonprofit Compliance and Best Practices "To Do" List

Whether you run a nonprofit or serve on the Board, you have a responsibility to make sure the organization is both in compliance to weather the storm and take advantage of growth opportunities. There never seems to be enough...more

Felicello Law PC

Low Risk, High Rewards: Legal Protections for Non-profit Boards

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According to the National Council of Nonprofits, there more than 1.4 million 501(c)(3) charitable nonprofits in the United States alone. This nonprofit sector is a vital part of our national and local infrastructure,...more

International Lawyers Network

Establishing A Business Entity In Israel (Updated)

While there are a few different forms of “corporate” entities in Israel, this guide will focus on companies and partnerships as these are the entities that the non-Israeli businessman is most likely to set up or invest in if...more

Proskauer - Corporate Defense and Disputes

Another Diversity Suit Stifled

Last week, yet another federal court dismissed a shareholder derivative suit that claimed a company had failed to diversify its corporate leadership team. Shareholders had alleged that Opko Health Inc., a Miami-based medical...more

Conyers

King Bun Limited and Others v. Lau Man Sang, James and Others Claim No. BVIHCM 2017/086

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Conyers represented the successful claimants in Claim No. BVIHCM 2017/086 King Bun Limited and Others v. Lau Man Sang, James and Others, a derivative action commenced by minority shareholders concerning disputes about...more

Wilson Sonsini Goodrich & Rosati

"Bad" v. "Bad-Faith" Oversight: Navigating the Risks of Potential Oversight Liability Following Marchand v. Barnhill

In June 2019, the Delaware Supreme Court issued a decision that signaled a potential departure from the court’s existing thinking on oversight liability for boards of directors. The court in Marchand v. Barnhill held that a...more

Akin Gump Strauss Hauer & Feld LLP

Opportunities & Landmines for Energy Companies Right Now

This episode presents the briefing “Managing the New Reality: Opportunities & Landmines for Energy Companies Right Now,” with Akin Gump corporate partner John Goodgame and financial restructuring partners Sarah Schultz, Ira...more

Foley & Lardner LLP

Board-Level Risk Oversight Deserves Renewed Attention

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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

Troutman Pepper

Delaware Supreme Court Issues Guidance On Board Oversight Responsibilities

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A director’s duty to make a good faith effort to oversee the operations and management of a Delaware company is well-established. In a recent case, Marchand v. Barnhill, the Delaware Supreme Court provided guidance to boards...more

Hogan Lovells

An intro to claims and damages in M&A litigation

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We’ve asked lawyers from our offices in Spain, France, Germany, the Netherlands, and the U.S. to give us an overview of what to expect in M&A litigation....more

Snell & Wilmer

Corporate Communicator - Fall 2017

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Recent changes to Nevada corporate law reaffirm Nevada’s commitment to providing directors and officers with maximum deference in the exercise of their fiduciary duties on behalf of Nevada corporations. Specifically, Nevada...more

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