Business Judgment Rule

The Force is Sometimes Against Us

by Kelly Scott | Ervin Cohen & Jessup LLP on 5/14/2013

Julie Gilman Veronese sued Lucasfilm Ltd. in 2009 after she was hired—and then fired—as an assistant to the estate manager at George Lucas’s San Anselmo estate. She claimed she was fired because she was pregnant....more

Capital Infusion - May 2013: Case Spotlight

by Adam Connatser, Jon Finger, Rani Hauth Guerra, J. Atwood Jeter, David McLean | Patton Boggs LLP on 5/9/2013

Down-Round Equity Financings and Subsequent Exit Transactions - Best Practices for Preferred Investors and their Board Designees - Today’s middle market private equity landscape is as diverse and varied as it has ever...more

Appellate Notes: Week of March 25

by Edward McCreery III | Pullman & Comley, LLC on 3/28/2013

In This Issue: - SC18915- Misiti, LLC v. Travelers Property Casualty Co. of America - SC18840- New England Road, Inc. v. Planning & Zoning Commission - SC18804- Cordero v. University of Connecticut...more

Carsanaro, et al. v. Bloodhound Tech., Inc. et al., C.A. No. 7301-VCL (Del. Ch. Mar. 15, 2013) (Laster, V.C.)

by Potter Anderson & Corroon LLP on 3/28/2013

In this Opinion, the Court of Chancery denied, in large part, defendants’ motion to dismiss plaintiffs’ claims challenging several allegedly self-interested and dilutive transactions....more

Jepsco, Ltd. v. B.F. Rich Co., Inc., C.A. No. 7343-VCP (Del. Ch. Feb. 14, 2013) (Parsons, V.C.)

by Potter Anderson & Corroon LLP on 2/28/2013

The Delaware Court of Chancery held that claims for breach of statutory and fiduciary duties against a custodian appointed under Section 226 of the Delaware General Corporation Law (“DGCL”) failed as a matter of law because...more

California Court of Appeal Recognizes That Wide Discretion Granted to a Board of Directors Under the Business Judgment Rule May Be...

by Alejandro E. Moreno, John Stigi | Sheppard Mullin Richter & Hampton LLP on 2/15/2013

In Scheenstra v. California Dairies, Inc., No. F062768, ___ Cal. Rptr. 3d ___, 2013 WL 363148 (Cal. App. 5th Dist. Jan. 30, 2013), the California Court of Appeal, Fifth District, affirmed the judgment of the California...more

Defending Section 162(m) Executive Compensation Derivative Suits in the United States

by Joni Jacobsen, David Kistenbroker, Angela Liu, Carl Volz | Dechert LLP on 2/12/2013

Decisions regarding executive compensation fall squarely within the discretion of a public company’s board of directors. Recently, however, plaintiffs’ firms have been trying to invade the board’s purview by bringing...more

Delaware Chancery Court Dismisses Action for Advancement of Legal Fees and Expenses

by Eric S. Almon | Holland & Knight LLP on 1/29/2013

In a recent letter opinion, the Delaware Chancery Court dismissed an action brought under 8 Del. C. §145(e) for advancement of legal fees and expenses. Plaintiff David F. Miller III previously served as president, chief...more

Delaware Supreme Court Affirms Denial of Attorneys' Fees Relating to Corporate Waste Claim Based on a Board's Decision to Forego...

by Michael D. Redondo | Holland & Knight LLP on 1/29/2013

On January 14, 2013, the Delaware Supreme Court affirmed a trial court's denial of attorneys' fees in connection with a corporate waste claim filed against corporate board members for the board's decision to pay certain...more

Lessons Learned in 2012

by Franc E. Del Fosse III | Snell & Wilmer L.L.P. on 1/10/2013

As one calendar year ends and the next begins, it is natural to look back to take an inventory of lessons learned and to look forward in an attempt to implement such lessons. The year 2012 certainly had its fair share of...more

Shareholder Demands: Accepted, Refused Or Deferred? Let’s Ask RUSH.

by Jim Kramer, M. Todd Scott, Alex Talarides | Orrick - Securities Litigation and Regulatory... on 1/9/2013

When a shareholder makes a demand on a company to pursue litigation, the company’s board can look to generally well-developed law to determine how to evaluate the demand. Though there is no one particular procedure a board...more

Delaware Law Update — Delaware Court Applies Heightened Scrutiny to Director Compensation

by Joshua Schneiderman | Snell & Wilmer L.L.P. on 1/8/2013

In an era of intense investor scrutiny and SEC rulemaking regarding executive compensation, a recent decision by the Delaware Court of Chancery raises questions as to the protections afforded to directors when granting...more

California Court of Appeal Overturns $1.3 Million in Damages and Attorneys’ Fees against Lucasfilm for Failure to Give Instruction...

by Steve Chariyasatit, Kristen Jacoby, Gary Siniscalco | Orrick - Global Employment Law Group on 12/19/2012

On December 10, 2012, in Veronese v. Lucasfilm Ltd., a California Court of Appeal overturned a Marin County jury’s verdict against Lucasfilm based on its finding that several errors in jury instructions prejudicially affected...more

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The Force is Sometimes Against Us

Capital Infusion - May 2013: Case Spotlight

Appellate Notes: Week of March 25

Carsanaro, et al. v. Bloodhound Tech., Inc. et al., C.A. No. 7301-VCL (Del. Ch. Mar. 15, 2013) (Laster, V.C.)

Jepsco, Ltd. v. B.F. Rich Co., Inc., C.A. No. 7343-VCP (Del. Ch. Feb. 14, 2013) (Parsons, V.C.)

California Court of Appeal Recognizes That Wide Discretion Granted to a Board of Directors Under the Business Judgment Rule May Be...

Defending Section 162(m) Executive Compensation Derivative Suits in the United States

Delaware Chancery Court Dismisses Action for Advancement of Legal Fees and Expenses

Delaware Supreme Court Affirms Denial of Attorneys' Fees Relating to Corporate Waste Claim Based on a Board's Decision to Forego...

Lessons Learned in 2012

Shareholder Demands: Accepted, Refused Or Deferred? Let’s Ask RUSH.

Delaware Law Update — Delaware Court Applies Heightened Scrutiny to Director Compensation

California Court of Appeal Overturns $1.3 Million in Damages and Attorneys’ Fees against Lucasfilm for Failure to Give Instruction...

Court Of Appeal Finds Error In Refusal To Give “Business Judgment” Instruction To Jury

Can Officers Contract For The Business Judgment Rule?

Is FDIC v. Van Dellem California’s Smith v. Van Gorkom?

Federal Court Applies Delaware Law to Dismiss Shareholder Derivative Claims

Delaware Chancery Court Dismisses Merger Litigation Suit

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