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Fiduciary Duty Good Faith

Holland & Hart LLP

The Appeal of Nevada: Why Corporations are Heading West

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More and more corporations are moving to Nevada. Is this because of the lack of corporate or franchise taxes associated with incorporating in the state or the lack of state income tax? Likely not (Nevada does not collect...more

Harris Beach PLLC

In Potential Turning Point, Massachusetts Court Upholds Fiduciary Duty Rule for Brokers/Dealers

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A decision from a Massachusetts court in a case involving Robinhood, the online trading platform, could mark a turning point in how states regulate broker/dealers around the country. The Massachusetts Supreme Judicial Court...more

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

BCLP

High Court dismisses green strategy derivative claim against Shell’s directors

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In February 2023 ClientEarth issued a derivative action against Shell’s 11 directors. ClientEarth alleged that the directors had breached their duties under the Companies Act 2006 (CA 2006) by failing to adopt and implement...more

Dechert LLP

Delaware Court of Chancery Offers Guidance on Enforceability of Contractual Waivers Not to Sue for Breach of Fiduciary Duty

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Delaware Court of Chancery holds contractual waivers of fiduciary duties are facially valid when they are both narrowly tailored to authorize specific transactions and satisfy the Court’s review for reasonableness. Court...more

ArentFox Schiff

Claims Narrowed in Jack Nicklaus Non-Competition Case Over IP Sale

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On April 12, 2023, a Manhattan judge in the lawsuit regarding the sale of golf legend Jack Nicklaus’s intellectual property portfolio narrowed the claims against Nicklaus. In 2007, Nicklaus sold his intellectual property...more

Paul Hastings LLP

Delaware Court of Chancery Expressly Holds that Corporate Officers Owe a Duty of Oversight

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In a recent opinion, the Delaware Court of Chancery for the first time expressly held that corporate officers, like corporate directors, owe a duty of oversight. In defining the scope of the oversight duty at the officer...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

Cadwalader, Wickersham & Taft LLP

Delaware Supreme Court Enforces Partnership Agreement’s Unambiguous Exculpation Provision Waiving Fiduciary Duties and Presuming...

On December 19, 2022, Chief Justice Seitz issued an opinion for a unanimous Delaware Supreme Court, sitting en banc, reversing and remanding the Delaware Court of Chancery’s decision in Bandera Master Fund LP v. Boardwalk...more

Goodwin

“Good Faith” in Shareholders’ Agreements: What Does it Mean?

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Shareholder agreements often include an obligation that the shareholders must act with “good faith” in their dealings with one another and with the company. However, what does that actually mean? In this insight, we consider...more

Conyers

Directors’ Duties on the Precipice of Insolvency: Brief Overview of BTI 2014 LLC v Sequana SA

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The United Kingdom Supreme Court (the “UKSC”) recently delivered its eagerly anticipated judgment in BTI 2014 LLC v Sequana SA and others [2022 UKSC 25] (“Sequana”). The reasoning in Sequana will be highly persuasive in the...more

Fox Rothschild LLP

Minority Shareholders can “Follow the Money” Linked To Alleged Diversions by Majority for Phantom Salaries and Benefits

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The minority shareholders of a podiatry practice felt like they had been kicked around by the alleged financial misadventures of two colleagues who together controlled an 80 percent interest....more

Warner Norcross + Judd

Understanding Your Role as a Trustee for Your Family

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Part 1 of our Serving as a Trustee series - Being asked to serve as a trustee is an honor. It demonstrates respect for your skills, honesty, judgment and character. When asked, your first inclination likely is to accept,...more

Benesch

Shareholders Seek to Hold Current and Former SolarWinds Officials Liable for Massive 2020 Security Breach

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Investors filed a derivative suit claiming that the company knew about, and failed to mitigate known, existing cybersecurity risks and shortfalls prior to the security breach. In early November, pension funds and...more

Winstead PC

Litigating Minority Shareholder Rights - Presentation

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David F. Johnson presented his paper “Business Divorce: Minority Shareholder Rights In Texas” to the State Bar of Texas’s Business Disputes Course on September 2-3, 2021. This presentation addressed shareholder oppression...more

Conyers

King Bun Limited and Others v. Lau Man Sang, James and Others Claim No. BVIHCM 2017/086

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Conyers represented the successful claimants in Claim No. BVIHCM 2017/086 King Bun Limited and Others v. Lau Man Sang, James and Others, a derivative action commenced by minority shareholders concerning disputes about...more

Downey Brand LLP

Britney Spears and “Marla Grayson” May Propel Tightened Oversight Over California Conservators

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When a California probate court establishes a conservatorship, the conservator is charged with managing the conservatee’s person and/or estate in the conservatee’s best interests. The large majority of professional...more

Goodwin

Talking The Talk Versus Walking The Walk: Shareholder Suits Aim To Push Board Diversity And Punish Companies Supposedly Failing To...

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A lot of attention has been paid to board diversity – or lack thereof – in recent months. California enacted AB-979, which expanded upon California’s earlier gender diversity law and requires boards to make strides in other...more

Goodwin

California State Court Upholds Exclusive Federal Forum-Selection Charter Provision for 1933 Act Suits

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California State Court Upholds Exclusive Federal Forum-Selection Charter Provision for 1933 Act Suits; California District Court Dismisses Fraud-Related Claims Against AT&T; Third Circuit Holds Challenge to SEC’s Decision to...more

White & Case LLP

2020 Summer review M&A legal and market developments

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We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more

Seyfarth Shaw LLP

The Seventh Circuit Provides District Courts Ammunition To Deal With “Objector Blackmail” In Proposed Class Settlements

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Seyfarth Synopsis: “Objector blackmail” occurs in the class settlement approval process when a few class members object to a proposed settlement and, after the district court has overruled their objections, pursue appeals...more

Foley & Lardner LLP

Blackmailer Beware: Seventh Circuit Disgorges Class Objectors' Inequitable Settlement Proceeds

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The Seventh Circuit held last Thursday that individuals who object to a class action settlement voluntarily assume a limited fiduciary duty to other class members, which they can breach by settling their classwide objections...more

White & Case LLP

2019 Half-year in review: M&A legal and market developments

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We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2019 and their impact on M&A transactions. This review looks at these...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - November 2019

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

The Volkov Law Group

Delaware Court Increases Scrutiny of Corporate Board Oversight and Monitoring of Compliance Programs

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On October 1, 2019, in In re Clovis Oncology, Inc. Derivative Litigation, a Delaware Chancery Court denied a motion to dismiss the plaintiffs’ claims under the Caremark decision against individual directors for failing to...more

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