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Directors Personal Liability Corporate Counsel

A&O Shearman

Personal Liability of Directors for Climate Strategy: Landmark Case against Energy Company Board

A&O Shearman on

In a potentially precedent-setting case, 11 directors of global energy company Shell Plc (formerly Royal Dutch Shell Plc) are being sued in their personal capacity over the company’s energy transition strategy. The claim,...more

Royer Cooper Cohen Braunfeld LLC

Delaware Supreme Court Finds Fraud Insurable

In a recent decision, the Delaware Supreme Court ruled that insuring against fraud does not per se violate Delaware public policy and held that the insured’s D&O policy covered claims alleging securities fraud. RSUI Indemnity...more

Polsinelli

SDNY Rejects Director Liability for Sarbanes-Oxley Whistleblower Claims, Creating a Split Among Federal District Courts

Polsinelli on

Public company directors, who are under constant threat of claims, received welcome news earlier this month.  On December 9, 2019, the U.S. District Court for the Southern District of New York ruled that corporate directors...more

Allen Matkins

In California, Directors Who Abstain May Still Face Liability

Allen Matkins on

Section 316(a) of the California Corporations Code imposes joint and several liability on directors who approve any of the following actions...more

Mintz - Employment, Labor & Benefits...

A WARNing to Directors and Officers — Failure to give proper WARN Act notice may breach your fiduciary duty

At first glance, Stanziale v. MILK072011, looks like someone suing over a bad expiration date and conjures up images of Ron Burgundy proclaiming “milk was a bad choice.” But in actuality Stanziale is much more interesting: it...more

Goodwin

Breaches in the Boardroom: What Directors and Officers can do to Reduce the Risk of Personal Liability for Data Security Breaches

Goodwin on

Corporate directors and officers may increasingly be targets of shareholder derivative lawsuits in the wake of the surge of regulatory actions and private litigation around data breaches,. While no individual directors and...more

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