The Presumption of Innocence Podcast: Episode 20 - Pitfalls and Perils: Employee Retention Credit Enforcement Trends
Breaking Down Bad Faith: Insurers’ Good Faith Duties and Defending Bad Faith Claims
Podcast: No Surprises Act: New Rules and Guidance for Stakeholders (Part 2) - Diagnosing Health Care
Advancing Agriculture: Security Interests and Article 9 Challenges (Part 2)
New Developments in the World of Section 230
On-Demand Webinar | Employment Issues With a COVID-19 Vaccine
Is the Aseracare precedent in jeopardy? Courts Questioning Clinical Judgment Standards
Is the Aseracare Precedent in Jeopardy? Courts Questioning Clinical Judgment Standards
Relaxed HIPAA Restrictions For Providers Using Telehealth
Bar Exam Toolbox Podcast Episode 70: Tackling a California Bar Exam Essay: Criminal Law and Procedure
IAPP Global Privacy Summit Recap, Big Questions, and Indiana Jones Analogies
I-21 – Sexual Harassment (Still), Political Tweeting, and Intersectional Discrimination
Over the last ten years, we have seen a marked shift from the Delaware Chancery Court chipping away at corporate board member liability claims. In a number of seminal cases involving Boeing airplane crashes (In re the Boeing...more
Tel Aviv, Israel – Recently, in a precedential case, the Supreme Court of Israel (the "Supreme Court") cited and based its groundbreaking decision on an article co-authored by Amichay Tessler, a litigation partner in Sullivan...more
California’s common law “business judgment rule,” as described by the courts, protects from court intervention “those management decisions which are made by directors in good faith in what the directors believe is the...more
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
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
The English law concerning contractual duties of good faith (express and implied) has received considerable judicial attention in recent years. It will therefore be of interest to those who use English law contracts,...more
I. Introduction - Companies are increasing pressure to address environmental, social, and governance (“ESG”) issues. ESG topics have taken center stage in boardrooms, with regulatory agencies, and in the media. ...more
Boeing's Board of Directors Settled a Caremark Claim Lawsuit with Shareholders for $225 Million Over the Crash of Two 737 Max Jetliners- Board members who neglect risk oversight, in turn, risk exposure to lawsuits via...more
Corporate boards are subject to a duty of oversight, as part of their duty of loyalty to their company. As outlined by Delaware’s famously stringent Caremark standard, pleading a violation of that duty is often difficult....more
KEY FACTS OF BANKRUPTCY, INSOLVENCY & REHABILITATION PROCEEDINGS UNDER CANADIAN LAW - 1. Canada's Political and Legal System - Canada has a Federal constitution that was significantly overhauled in the early 1980's,...more
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
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 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
Corporate boards will continue to face higher risks of liability. As the last bastion of legal privilege and protection, the wall of protection is crumbling bit by bit. Eventually, corporate stakeholders will demand that...more
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
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
The U.S. Securities and Exchange Commission on April 21, 2020 proposed a long-anticipated framework for fair valuation of fund investments. Proposed Rule 2a-5 under the Investment Company Act of 1940 would establish...more
On April 21, 2020, the U.S. Securities and Exchange Commission (the “SEC”) voted to propose new Rule 2a-5 (the “Proposed Rule”) under the Investment Company Act of 1940 (the “1940 Act”) that, if adopted, would establish a...more
On April 21, 2020, the U.S. Securities and Exchange Commission proposed a long-anticipated framework for valuation of fund investments. Proposed Rule 2a-5 under the Investment Company Act of 1940 would establish requirements...more
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
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
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
The Delaware Supreme Court recently sounded a warning bell for directors, reminding that as part of their duty of loyalty, they “must make a good faith effort to implement an oversight system and then monitor it.” The case...more
A director’s duty to make a good faith effort to oversee the operations and management of a Delaware company is well-established. In a recent case, Marchand v. Barnhill, the Delaware Supreme Court provided guidance to boards...more