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Duty of Loyalty Shareholders Business Judgment Rule

Freeman Law

Fiduciary Duties of the Board of Directors in Texas

Freeman Law on

A corporation operates through its board of directors. All corporate powers must be exercised by or under the direction of the board. In Texas, the Texas Business Organizations Code (TBOC) provides certain provisions...more

Dorsey & Whitney LLP

The Importance of Full Disclosure

Dorsey & Whitney LLP on

Directors and officers of corporations owe a duty of care and a duty of loyalty to both the corporation and its shareholders, although the duty of care for directors can be exculpated. A breach of these fiduciary duties can...more

Morris James LLP

Chancery Denies Section 220 Bid for Executive Compensation Records Involving Facebook

Morris James LLP on

Southeastern Pa. Trans. Auth. v. Facebook, Inc., C.A. No. 2019-0228-JRS (Oct. 29, 2019) - Shareholders of a Delaware corporation have a qualified right to access corporate books and records for a “proper purpose.” ...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Issues Noteworthy Decision Denying Section 220 Demand and Reinforcing Judicial Deference on Executive...

The Delaware Court of Chancery recently denied two books and records demands made by stockholders of Facebook, Inc. that sought to investigate alleged wrongdoing surrounding Facebook's executive compensation practices at a...more

McDermott Will & Emery

Inside M&A - October 2015

McDermott Will & Emery on

Overview of SPACs and Latest Trends - A number of recent successful business combination transactions involving special-purpose acquisition companies (SPACs) led by prominent sponsors have driven a resurgence in the SPAC...more

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