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Board of Directors Self-Dealing

Winstead PC

Court Addressed A Shareholder Derivative Suit Against Officers And Directors For Self-Interested Transactions, Misuse Of Company...

Winstead PC on

In Roels v. Valkenaar, a shareholder filed a shareholder derivative suit against former and current officers and directors of the company based on multiple claims of breach of fiduciary duty. No. 03-19-00502-CV, 2020 Tex....more

Rosenberg Martin Greenberg LLP

Avoiding Conflicts of Interest: Lessons Learned from the UMMS-Healthy Holly Scandal

June 2020 marked a critical milepost in Catherine Pugh’s long road to redemption. On June 19, the disgraced former mayor of Baltimore pleaded guilty to a state misdemeanor perjury charge for her failure to disclose her...more

Foley & Lardner LLP

Seventh Circuit Examines Conflict of Interest Issue Relevant to Private Foundations

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The board members or trustees of private foundations frequently serve on the boards of organizations that apply for and receive grants. This may present the possibility of a conflict of interest issue when the foundation...more

Dechert LLP

Global Private Equity Newsletter - Spring/Summer 2019 Edition: Recent Developments in Acquisition Finance (Traps for Portfolio...

Dechert LLP on

A recent decision by the Superior Court of the State of Delaware highlights a risk of potential exposure to liability for individuals affiliated with private equity firms who are presumed to be covered by a directors’ and...more

Dechert LLP

Delaware Court of Chancery Rules Controlling Stockholder Gave Implied Consent to Personal Jurisdiction in Delaware on Basis of...

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In a decision with potentially far-reaching implications for private equity sponsors and other controlling stockholders, the Delaware Court of Chancery expanded the potential for liability for foreign-based controllers by...more

Winstead PC

The Private Company Cookie Jar: Who Decides How Many Cookies The Majority Owners Get to Eat (And Which Ones)?

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In the private company world, the buck stops with the majority owners, who generally hold the reins to running the business. In our experience, however, it is not uncommon for some majority owners to push the limits of their...more

White and Williams LLP

Delaware Court of Chancery Orders Investment Fund and Manager to Pay Over $20 Million in Damages for Demise of Tech Company

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On July 6, 2018, the Delaware Court of Chancery imposed $20.3 million in damages on Georgetown Basho Investors, LLC (Georgetown), an investment fund, its President and Managing Member, Chester Davenport, and Board member...more

Sheppard Mullin Richter & Hampton LLP

Delaware Supreme Court Imposes New Limits on Stockholder Ratification Defense In Connection With Equity Incentive Plans

In In re Investors Bancorp, Inc. Stockholder Litigation, No. 169, 2017, 2017 WL 6374741 (Del. Dec. 13, 2017), the Delaware Supreme Court limited the ability of directors to assert the stockholder ratification defense when...more

Akin Gump Strauss Hauer & Feld LLP

Delaware Supreme Court Reins in Stockholder Ratification of Director Compensation

• Directors were not entitled to stockholder ratification defense where stockholders only approved the general parameters of director and employee bonuses • This marks the first time in nearly 60 years that Delaware’s...more

Sheppard Mullin Richter & Hampton LLP

Delaware Supreme Court Confirms that Dilution Claims Typically Are Derivative and Are Extinguished After a Merger

Stockholder claims alleging wrongful dilution are typically considered to be derivative in nature. Several decisions out of Delaware, however, have created exceptions to this general rule allowing stockholders to sue...more

Bracewell LLP

Delaware Court Holds Interested Directors Liable for "Fairer Price" In Going Private Transaction

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In one of the largest ever M&A-related recoveries for shareholders, Vice Chancellor J. Travis Laster ordered Dole Food Company, Inc.’s Chairman and CEO, David Murdock, and Dole’s former President, COO and General Counsel, C....more

Locke Lord LLP

Locke Lord QuickStudy: Litigation Threat Means Public Companies Should Review Director Compensation Process

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Corporate directors are permitted to, and regularly do, set their own compensation. This has not been controversial because boards have typically taken seriously their responsibility to set compensation that is reasonable and...more

Morris James LLP

Court of Chancery Clarifies Creditors' Rights

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A just-issued Court of Chancery decision clarifies, and possibly expands, creditors' rights. In 2007, the Delaware Supreme Court ruled that a corporation's creditors may sue its board of directors for violating its fiduciary...more

Jackson Walker

Misbehaving Directors, Including Directors’ Duties To Maintain The Confidentiality Of Information

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I. Introduction. The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more

Jackson Walker

Navigating Fiduciary Duties In Private Company Mergers And Acquisitions

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I. Introduction. The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more

Pillsbury Winthrop Shaw Pittman LLP

Proposed Reform of New York’s Charities and Nonprofits Laws Would Ease Burdens

On May 14, 2013, New York State Attorney General Schneiderman joined with the New York Senate and Assembly Committee Chairs to propose legislative reforms to New York’s charities and nonprofits laws. If the reforms are...more

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