News & Analysis as of

Sexual Harassment Board of Directors

Seyfarth Shaw LLP

Board accountability and sexual harassment in the new regime

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If it’s not already happening, Board room agendas will be making room for yet another compliance program. We’ve said it before and it’s worth repeating: the bolstering of anti-sexual harassment laws will see workplaces...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Court of Chancery Holds That Corporate Officers, Like Directors, Owe a Duty of Oversight

On January 25, 2023, Vice Chancellor Laster of the Court of Chancery issued a significant decision, finding as a matter of first impression that corporate officers owe a duty of oversight akin to the oversight duties owed by...more

BCLP

Recent Delaware cases clarify Caremark oversight duties for directors and executive officers

BCLP on

A claim for breach of the duty of oversight is known as a Caremark claim, after the landmark Delaware Court of Chancery decision in In re Caremark International Inc. Derivative Litigation (1996). Since then, Delaware courts...more

Skadden, Arps, Slate, Meagher & Flom LLP

Employment Flash - April 2023

In our latest edition of Employment Flash, we examine developments over the past three months, including the NLRB’s ruling regarding employees’ labor law rights in severance agreements, a Supreme Court decision that upheld...more

A&O Shearman

Delaware Court Of Chancery Dismisses Caremark Claims Against Directors For Failure To Allege Bad Faith After Permitting Related...

A&O Shearman on

On March 1, 2023, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery dismissed derivative claims brought by stockholders for breach of the fiduciary duty of oversight under Caremark against the directors of...more

Jackson Lewis P.C.

$35M SEC Settlement Underscores Processes, Procedures Ensuring Appropriate Public Disclosures

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In a $35 million settlement that emphasizes the “S” for social in Environmental, Social and Corporate Governance (ESG) issues in public filings, publicly traded video game developer Activision Blizzard, Inc. has agreed with...more

Nelson Mullins Riley & Scarborough LLP

Delaware’s Duty of Oversight Applies to Corporate Officers

In a recent decision, the Delaware Court of Chancery determined for the first time that corporate officers owe a duty of oversight under Delaware Law. The case, In re McDonald’s Corporation Stockholder Derivative Litigation,...more

Fox Rothschild LLP

Court of Chancery Dismisses Claims Against McDonald’s Corp. Directors

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The Court of Chancery recently dismissed claims for breach of fiduciary duty, breach of the duty of oversight, and waste against the board of directors of McDonald’s Corporation. In In re McDonald’s Corp. Stockholder...more

Goodwin

McDonald’s Part Two: Delaware Court of Chancery Dismisses Caremark Claims Against Directors Arising From Sexual Harassment Issues

Goodwin on

On March 1, 2023, in In re McDonald’s Corporation Stockholder Derivative Litigation, Vice Chancellor Travis Laster of Delaware’s Court of Chancery granted a motion to dismiss derivative claims against McDonald’s directors...more

Polsinelli

Delaware Court of Chancery Establishes Duty of Oversight Extends to Officers

Polsinelli on

In a significant and far-reaching development in Delaware corporate law, the Delaware Court of Chancery recently held in In re McDonald’s Corporation Stockholder Derivative Litigation, C.A. No. 2021-0324-JTL (Del. Ch. Jan....more

Fox Rothschild LLP

Corporate Director Duty to at Least “Try” to Carry Out Oversight Functions May Soon Extend to Company Officers

Fox Rothschild LLP on

Just last year, in assessing the extent to which a director has a duty to oversee a corporation’s business affairs, the Business Court noted the “limited guidance” afforded by state statutes and case law. In Lee v. McDowell,...more

Akerman LLP

Delaware Court of Chancery Extends Oversight Obligations to Non-Director Corporate Officers

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In former Chancellor Allen’s hallmark decision in In re Caremark International, Inc. Derivative Litigation, the Delaware Court of Chancery held that directors of a corporation owe stockholders the fiduciary duty of oversight....more

The Volkov Law Group

Delaware Court Extends Caremark Duty of Oversight to Senior Officers

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In a far-reaching decision with significant implications, the Delaware Chancery Court recently issued a decision confirming that Caremark duty of oversight obligations extends to senior officers.  This will have an immediate...more

Fisher Phillips

Red Flags Mean Danger! 6 Key Steps for Businesses as Delaware Expands Fiduciary Liability for Corporate Officers

Fisher Phillips on

Human Resources Executives and Chief Compliance Officers now face the potential for increased personal liability following a first-of-its-kind decision from a Delaware court, which established the fiduciary duty of oversight...more

Latham & Watkins LLP

Delaware Chancery Court Extends Oversight Duties to Non-Director Corporate Officers

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Non-director officers may face liability for failing to properly oversee the corporation’s affairs and ignoring “red flags” within their “areas of responsibility.” Key Points: ..The McDonald’s Corporation’s response...more

Goodwin

Delaware Court of Chancery Clarifies That Fiduciary ‘Duty of Oversight’ Applies to Officers and Extends Fiduciary Duty Claims to...

Goodwin on

In what seems destined to be a landmark Delaware Court of Chancery decision, Vice Chancellor J. Travis Laster denied former McDonald’s Executive Vice President and Global Chief People Officer David Fairhurst’s motion to...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Concludes That Duty of Oversight Applies to Officers

In an important decision addressing an issue of first impression, the Delaware Court of Chancery determined that corporate officers owe a fiduciary duty of oversight under Delaware law. The case, In re McDonald’s Corporation...more

Goodwin

Delaware Court of Chancery Finds for the First Time That Officers’ Fiduciary Duties Include Caremark Duty of Oversight, and That...

Goodwin on

On January 25, 2023, in In re McDonald’s Corporation Stockholder Derivative Litigation, Vice Chancellor Travis Laster of Delaware’s Court of Chancery denied a motion to dismiss a derivative lawsuit against David Fairhurst,...more

Thomas Fox - Compliance Evangelist

The World Has Changed: McDonald’s and the Oversight Duty of Officers - Part 1

There is a reason that lawyer truisms are just that: because they are based in fact. One of those truisms is that bad facts make bad laws. I saw that in the first year I started practicing law in case in Texas which forever...more

Goodwin

Northern District of California Kicks Shareholder Derivative Suit Against Alphabet, Inc. for Failing to Allege Demand Futility

Goodwin on

Northern District of California Kicks Shareholder Derivative Suit Against Alphabet, Inc. For Failing to Allege Demand Futility; Rare Securities “Holder’s Claim” Trial Results in Jury Verdict for Defendants; Delaware Court of...more

Farella Braun + Martel LLP

[Webinar] Management Anti-Harassment Training for Exempt Organization Professionals - May 20th, 10:00 am - 12:00 pm PT

California employment law requires employers in every industry, including exempt organizations to create a workplace safe from harassment, discrimination, bullying, and sexual predation. The responsibility for this mandatory...more

Hinshaw & Culbertson - Employment Law...

The 12 Days of California Labor & Employment Series – Day 3: Racial and Ethnic Diversity at the Forefront for California-Based...

In the spirit of the season—and keeping some semblance of normal—we are using our annual "12 days of the holidays" blog series to address new California laws and their impact on California employers. On this third day of the...more

King & Spalding

Significant 2021 Proxy Advisor Policy Changes

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Proxy advisory firms ISS and Glass Lewis have issued their annual updated proxy voting guidelines for the upcoming 2021 proxy season. Glass Lewis’s new guidelines apply to shareholder meetings on or after January 1, 2021,...more

Cooley LLP

Blog: Does workplace sexual harassment predict poor stock price performance?

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We’ve certainly seen any number of examples of companies taking a big hit when sexual harassment of employees by key executives comes to light—sometimes someone even makes a pretty good movie about it. But what about your...more

Ogletree, Deakins, Nash, Smoak & Stewart,...

#MeToo-Inspired Laws Legislation Hit the Midwest: Illinois Passes Anti-harassment, Pay Equity, and Board Diversity Legislation

After ending 2018 with a slew of new employment laws, Illinois continues to enact legislation impacting employers. Following the example set by California, Washington, and other states recently, the Illinois legislature...more

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