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

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

United Food’s “New” Delaware Demand Futility Test: The More Things Change, the More They Stay the Same

On September 23, 2021, in United Food and Commercial Workers Union v. Zuckerberg et al., the Delaware Supreme Court restated and refined the demand futility test for bringing shareholder derivative claims when it affirmed the...more

Important Reminders for U.S. Boards of Directors Navigating COVID-19

While COVID-19 will affect the operations of different companies in different ways, the boards of directors of every company should think critically about their oversight role in the context of this unprecedented global...more

Caremark Round II: Beware Red Flags in Drug Development

On October 1, 2019, the Delaware Court of Chancery applied the Delaware Supreme Court’s recent decision on Caremark board oversight claims in the context of operating in a highly regulated industry to allow derivative claims...more

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