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Fiduciary Duty Directors Duty of Loyalty

Morrison & Foerster LLP

What Fiduciary Duties Do I Have as a Director of a Delaware Corporation?

You’re an entrepreneur, you form your first company, and suddenly you carry the title of founder, director, officer, and/or employee all at once. When running your business, it may feel like all of your roles blur together....more

Dechert LLP

Delaware Court of Chancery Issues Significant Decision Addressing Fiduciary Duties of Officers, Including Holding that Officers...

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Corporate officers owe the same fiduciary duty of oversight as directors. Just as with directors, officers fulfill their oversight duty by acting in good faith....more

Kerr Russell

Court Ruling Offers New Consideration For Corporate Officers, Directors And LLC Managers

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Managers of LLCs have similar duties to members of LLCs. A breach of these fiduciary duties can lead to a lawsuit and personal liability for directors, officers and LLC managers. ...more

Winstead PC

Keeping Things in Bounds: Private Company Owners Need toAbide by Clear Fiduciary Duties in Managing Their Companies

Winstead PC on

In February 2009, Pittsburgh Steelers wide receiver Santonio Holmes made a toe tapping catch in the back corner of the end zone to secure a thrilling, come-from-behind win and crush the hearts of Arizona Cardinals fans in...more

Goulston & Storrs PC

A Toolkit for Directors & Officers of US Companies Amid COVID-19

Goulston & Storrs PC on

The current COVID-19 crisis has rapidly re-shaped everyday life around the world, and our understanding of the impact this disruption to daily interactions and routines has had on business is constantly evolving....more

Faegre Drinker Biddle & Reath LLP

A Director’s Mission: Understanding, Monitoring and Accurately Reporting Mission Critical Operations

On October 1, 2019, the Court of Chancery rendered an opinion in In re Clovis Oncology, Inc. Derivative Litigation, denying a motion to dismiss a Caremark claim for breach of fiduciary duty and reinforcing a director’s duty...more

Dechert LLP

Global Private Equity Newsletter - Spring/Summer 2019 Edition: Recent Developments in Acquisition Finance (Traps for Portfolio...

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A recent decision by the Superior Court of the State of Delaware highlights a risk of potential exposure to liability for individuals affiliated with private equity firms who are presumed to be covered by a directors’ and...more

Jackson Lewis P.C.

Best Practices For Boards And Individual Directors

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In today’s climate, boards are under increased scrutiny and governance continues to be a key compliance function. As a result, sound governance practices are an important focus for organizations....more

Morris James LLP

Court of Chancery Awards Damages for Breach of a Director’s Duty of Loyalty

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Every court agrees that litigants must support their privilege claims with something other than naked assertions. But they disagree about the type of support required to justify withholding documents or testimony. ...more

McCarter & English, LLP

Delaware Law Updates - 2016 Year in Review

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

Morris James LLP

“Directors’ Decisions Must Be Reasonable, not Perfect” Home Depot’s Shareholder Derivative Litigation Arising from Data Breach...

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On November 30, 2016, a federal district court dismissed a shareholder derivative complaint against various current and former directors of Home Depot arising from the well-publicized data breach the company suffered between...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

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - October 2015

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

Skadden, Arps, Slate, Meagher & Flom LLP

"Delaware Supreme Court Reaffirms Important Protections for Corporate Directors"

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

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

Jackson Walker

Dissident Director Who Harms Corporation To Further Personal Objectives Violates Duty Of Loyalty

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I. Director Duty of Loyalty - Directors owe fiduciary duties to a corporation on whose Board of Directors (“Board”) they serve and effectively to all of its stockholders. The fiduciary duty of loyalty dictates that...more

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