News & Analysis as of

Business Judgment Rule

Delaware Chancery Court Declines To Dismiss Challenges To Director Option Grants And Outside Investor Voting Agreement

by Shearman & Sterling LLP on

On June 28, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery declined to dismiss purported derivative and direct stockholder claims for breaches of fiduciary duty against the directors of...more

Missouri enacts new employment law favoring employers

by Thompson Coburn LLP on

On June 30, Governor Eric Greitens signed into law a new bill making notable changes to rights and remedies for claims under Missouri’s discrimination law (“MHRA”) and claims for whistleblower retaliation. The changes more...more

Missouri Levels The Playing Field For Defending Baseless Discrimination Lawsuits

by Fisher Phillips on

Good news for Missouri employers: the days of our state arguably being considered the most dangerous place in America for baseless discrimination lawsuits are about to end. Governor Eric Greitens late last week signed...more

Missouri Governor Greitens Signs Bill Amending MHRA, Bringing State Law More Into Line With Federal Law

On June 30, 2017, Governor Grietens signed a bill which makes sweeping reforms to the Missouri Human Rights Act (MHRA). The MHRA is the state of Missouri’s primary anti-discrimination statute. ...more

A Primer To Covering Your Personal Assets As A Director Or Officer

by GB&A Insurance on

For directors and officers considering a seat in the c-suite, the prospect of having your personal assets exposed can be a scary one. Before accepting that seat, it's important to understand how/when your assets could come...more

Changes in Georgia’s Law on Director Duties

by Bryan Cave on

On July 1, 2017, significant amendments to the director and officer liability provisions of Georgia’s Financial Institution Code and Business Corporation Code will take effect. These amendments, adopted as House Bill 192...more

Delaware Supreme Court Scolds Special Committee Member that Joins Law Firm

The Delaware Supreme Court upheld the Chancery Court decision in Chester County Retirement Systems v. Collins et al. In so doing, it noted one troubling aspect of the record as follows: The plaintiff’s complaint pointed...more

Blog: Will Dual-Class Structures Torpedo The Business Judgment Rule?

by Cooley LLP on

While there has certainly been a lot of debate about the merits and demerits of dual-class stock, one interesting angle was raised by Charles Elson, director of the University of Delaware’s John L. Weinberg Center for...more

Court Of Chancery Explains Corwin Limits

by Morris James LLP on

This is an important decision if only because it explains a further limitation on the Corwin rule that an informed uncoerced stockholder vote insulates a corporate transaction from attack. First, the decision explains when a...more

Delaware's New Focus on Deal Process and Disclosure: Part I

by Pepper Hamilton LLP on

Four recent developments in Delaware law reduce the liability exposure of corporate boards and controlling stockholders in merger transactions, and also benefit minority stockholders. Together, these developments clarify the...more

Delaware Law Updates – Delaware Court Of Chancery Provides Clarity On The “Quasi-Appraisal” Remedy And Post-Closing Claims

by McCarter & English, LLP on

On May 11, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery dismissed with prejudice a putative class action brought by stockholders of networking solutions in In re Cyan, Inc. Stockholders Litigation.[1]...more

Irredeemable: Delaware Case Will Make Redemption Rights Tougher to Enforce

by Farrell Fritz, P.C. on

Venture capital funds routinely negotiate for a right of redemption – the right to require the company to buy out their shares after a certain period of time if an exit has not occurred – as a key element of their exit...more

Delaware Supreme Court Affirms Dismissal Of Challenge To Controlling Stockholder Take-Private Deal

by Shearman & Sterling LLP on

On May 22, 2017, the Supreme Court of Delaware affirmed the dismissal of a breach of fiduciary duty action against the directors of Books-A-Million, Inc. and other defendants following a “squeeze-out” merger by the company’s...more

Shareholder-Approved Award Limits for Non-employee Directors: Legal Update and Actions to Consider

by K&L Gates LLP on

A recent Delaware court decision validates the trending practice to add specific limits on non-employee director pay in public company “omnibus” incentive compensation plans, to be approved by...more

Strengthening the Georgia Business Judgment Rule

by Alston & Bird on

Yesterday, May 9, 2017, Governor Nathan Deal signed HB 192 into law, amending the Georgia Business Corporation Code and corresponding provisions in the Financial Institutions Code of Georgia. HB 192...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

"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

"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

Outer Boundaries of Corwin, and When a Stockholder Vote Will Cleanse Post-Merger Claims, Are Taking Shape

by Ropes & Gray LLP on

The Delaware Supreme Court’s decision in Corwin v. KKR Financial Holdings LLC set a high bar for plaintiff stockholders seeking to challenge public company mergers. Assuming a transaction that is not subject to entire...more

Another Reminder that Director Limits set forth in Equity Plans Allow Director Compensation to be Reviewed under the more Lenient...

Earlier this month, in In re Investors Bancorp, Inc. Stockholders Litigation, the Delaware Court of Chancery reiterated its view that placing a meaningful limit on director equity awards to be granted under a stockholder...more

California And Van Gorkom

by Allen Matkins on

As a corporate lawyer, it is hard to ignore the Delaware Supreme Court’s opinion in Smith v. Van Gorkom, 488 A.2d 858 (1985) overruled on other grounds Gantler v. Stephens, 965 A.2d 695 (Del. 2009). Professor Stephen...more

Georgia House Bill 192 – Codifying and Clarifying the Business Judgment Rule in Georgia

by King & Spalding on

Georgia Legislature Acts to Nullify Georgia Supreme Court’s Decision in FDIC v. Loudermilk - After passing both the Georgia House of Representatives and the Georgia Senate, House Bill 192 is awaiting the signature of the...more

Analysis of FDIC v. Loudermilk Decision

by Bryan Cave on

The FDIC’s lawsuit against former directors and officers of the failed Buckhead Community Bank, one of the most closely watched Georgia corporate governance cases in years, went to trial in October, 2016. The jury returned a...more

The Ropes Recap: Mergers & Acquisitions Law News - Second Half 2016

by Ropes & Gray LLP on

NEWS FROM THE COURTS – Delaware Court of Chancery Once Again Rejects Transaction Price as the Best Measure of Fair Value in DFC Global Litigation - On July 8, 2016, the Delaware Court of Chancery released its...more

M&A Watch: Court Questions Accelerated Vesting of Equity Compensation

by Shearman & Sterling LLP on

As we have previously reported, the Delaware Chancery Court recently dismissed the stockholder class action suit In re Columbia Pipeline Group, Inc. Stockholder Litigation, C.A. No. 12152-VCL (Del. Ch. Mar. 7, 2017),...more

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