News & Analysis as of

Board of Directors Shareholders

“If at First You Don’t Succeed…” - Shareholders Keep Trying to Sue D&Os for Data Security Breaches

by Locke Lord LLP on

Several high-profile lawsuits have been filed in recent years by shareholders seeking to hold corporate officers and directors liable for damage resulting from data security breaches. For example, directors and officers at...more

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

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

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

"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

"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

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

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

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

Court Of Chancery Discusses Interrelationship Between Corwin and Santa Fe

by Morris James LLP on

In its now famous Corwin decision the Delaware Supreme Court held that when a majority of the stockholders in a fully informed, noncoercive vote approve a transaction, the business judgment rule applies and the transaction is...more

Court Of Chancery Explains Fiduciary Duty Of Preferred Stockholders’ Directors

by Morris James LLP on

This decision is a primer on most of the major issues in Delaware corporate law. However, what it is most likely to be remembered for is its explanation of the duties that directors have to the enterprise as a whole, even...more

Delaware Court Orders Sale of Solvent Company’s Stock Despite Shareholder Objections

by Cole Schotz on

Delaware General Corporate Law § 226 (the “Custodian Statute”) bestows the Delaware Court of Chancery with the power to appoint a custodian for solvent companies and receivers for insolvent companies in certain circumstances....more

Financial Adviser Update Regarding Disclosure of Fees

by McGuireWoods LLP on

A recent Delaware Court of Chancery case, Vento v. Curry, highlights Delaware courts’ treatment of financial adviser relationships, how these relationships intersect with directors’ fiduciary duties, and the importance of...more

Boardroom Perspectives: How Directors Can Use Sustainability to Drive Value

by Latham & Watkins LLP on

Boards frequently encounter sustainability and other environmental, social and governance (ESG) issues in the oversight of a company’s operations, management, financial reporting and public disclosure. Investors increasingly...more

Start-up Shareholders, Directors, and Officers: Role Reversal? Role Confusion?

by Bryan Cave on

When companies are in their earliest stages, the founders and advisors often serve the company as shareholders, directors, and officers. However, each role has distinct responsibilities and it is important for founders to be...more

Developments in Disclosure of Financial Advisor Fees in M&A Transactions

by Dechert LLP on

Recent developments, including the U.S. Securities and Exchange Commission settlement with CVR Energy and related SEC Staff guidance, reinforce a trend towards more extensive disclosure of financial advisor fees in M&A...more

Important Changes to the Michigan Nonprofit Corporation Act

by Fraser Trebilcock on

Laws governing Michigan nonprofit corporations underwent an extensive facelift several years ago, the effects of which are still being felt today. Below is a summary of some key amendments to the Michigan Nonprofit...more

Chancery Appoints Custodian to Dislodge Board Deadlock

by Morris James LLP on

Delaware law entrusts the management of a corporation to its board of directors. Not surprisingly, circumstances arise where a consensus among directors cannot be reached on major decisions impacting a company. In many cases,...more

Qatar: A Promising Start

by K&L Gates LLP on

Originally published in Islamic Finance News - February 22nd, 2017. The last month presented an opportunity to reflect on the performance of the banking sector in Qatar during the past year, with the majority of the...more

Defining the Role of a Board Chair

The prior Family Business Advocates blog post provided an overview of the different legal roles that shareholders, directors, and officers play in the intersection of ownership and management of a company, but how does a...more

Court Of Chancery Explains When To Appoint Corporate Custodian

by Morris James LLP on

On the same day the Delaware Supreme Court affirmed the widely-reported TransPerfect decision, which ordered the sale of a successful company by custodian under Section 226 of the DGCL in order to break deadlock, the Court of...more

Stockholder Merger Vote Sets High Bar for Post-Closing Claims

by Morris James LLP on

The Delaware Supreme Court's decision in Corwin v. KKR Financial Holdings , 125 A.3d 304 (Del. 2015), reaffirmed the power of fully-informed, uncoerced, disinterested stockholder approval to immunize M&A transactions against...more

Delaware Supreme Court Affirms The TransPerfect Decision

by Morris James LLP on

The Supreme Court has affirmed the Court of Chancery decision that Section 226 of the DGCL permits the Court to appoint a custodian to sell a Delaware corporation when the board of directors and stockholders are deadlocked...more

The Different Roles of Shareholders, Directors and Officers in Family-Owned Businesses

Many family-owned businesses are organized as corporations to protect the owners from personal liability for business obligations. One consequence of organizing as a corporation is the legal separation of ownership and...more

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