Nonprofit Basics: Conflict of Interest Policies and Best Practices for Approving Insider Compensation
FCPA Compliance Report-Episode 330 Robin Bew and Henry Stoever of the NACD
FCPA Compliance and Ethics Report-Episode 119-FCPA Year in Review, Part I
The California General Corporation Law expectedly grants inspection rights to shareholders and directors of California corporations. Unexpectedly (at least to practitioners outside California), the GCL extends those rights...more
Neither California's nor Delaware's General Corporation Law expressly prohibits directors from being represented by proxy at board meetings. However, it appears to have been well settled in Delaware since at least 1915 that...more
Effective August 1, 2022, Section 102(b)(7) of the Delaware General Corporation Law (DGCL) was amended to permit a Delaware corporation to include in its charter a provision eliminating or limiting the personal liability of...more
On March 15, 2023, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a rare post-trial decision finding a CEO personally liable for millions of dollars in damages for breaching his fiduciary...more
For almost 30 years, the Delaware courts have held that corporate directors are charged with a fiduciary duty of “oversight.” Directors must make sure that their corporations both (1) implement reasonable information and...more
The Court of Chancery’s decision in In re Match Group, Inc. Derivative Litigation1 is the latest example of how the Delaware Supreme Court’s watershed 2014 decision in Kahn v. M & F Worldwide Corp. (MFW)2 has been applied to...more
Earlier this week, the Delaware Supreme Court issued a significant decision reinforcing Delaware's strong policy favoring private ordering and giving effect to agreements among sophisticated stockholders. The decision...more
The Situation: In response in part to the COVID-19 pandemic, the Delaware legislature amended the Delaware General Corporation Law to address emergency bylaws and related powers exercised by a corporation's board of...more
This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including recent trends in Delaware corporate disclosure law, the Delaware Supreme Court’s important ruling in Marchand v....more
Recently, Delaware corporations faced with demands for books and records under 8 Del. C. § 220 have increasingly been forced to contend with demands for electronic communications, such as emails. Historically, the Delaware...more
Section 223 of the Delaware General Corporation Law (the “DGCL”) provides an invaluable remedy to stockholders when there are no directors in office, or when, due to vacancies or newly created directorships, the directors in...more
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
Our Delaware Corporate and Alternative Entity Law attorneys closely followed the opinions coming from Delaware’s Supreme Court and Court of Chancery. Our 2016 Year in Review is a collection of brief summaries of selected...more
We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments. In This Issue: - Q&A...more
A trio of opinions from the Delaware Supreme Court, each authored by Chief Justice Leo E. Strine, Jr., has reaffirmed Delaware’s deference to the business judgment of disinterested corporate decision-makers and restored...more
Not quite four years ago, I wrote about whether directors are agents. The post was prompted by then Chancellor William B. Chandler III’s assertion...more
I’ve noticed that the drafters of corporate laws seemed to have overlooked the mortality of directors. Section 141(b) of the Delaware General Corporation Law, for example, prescribes the term of directors as follows...more
Earlier this month, several significant amendments to the Delaware General Corporation Law (the DGCL) were approved. These amendments are substantially the same as the amendments originally proposed in April 2014 and will...more
Last month, in Biolase, Inc. v. Oracle Partners, L.P. (Del. June 12, 2014), the Delaware Supreme court affirmed the oral resignation of a director while on a board call....more
Yesterday, I mentioned the Delaware Supreme Court’s recent holding in Biolase, Inc. v. Oracle Partners, L.P., 2014 Del. LEXIS 278 (Del. June 12, 2014). In an opinion written by Chief Justice Leo E. Strine, Jr., the Supreme...more