Craig Zieminski

Vinson & Elkins LLP

+ Follow Contact

Latest Posts › Corporate Governance

Share:

Delaware Court of Chancery Holds That Common Practice of Boards Approving Draft Merger Agreements “Needs to Check Itself”

A Delaware Court of Chancery opinion issued last week calls into question the common practice of corporate boards approving draft merger agreements. In AP-Fonden v. Activision Blizzard, Inc.,1 Chancellor McCormick declined to...more

3/5/2024 / Acquisition Agreements , Corporate Governance , Delaware , Financial Adviser , Merger Agreements

Delaware Supreme Court Decision Shows Continued Momentum for Caremark Plaintiffs

A recent opinion from the Delaware Supreme Court could be viewed by some as expanding plaintiffs’ ability to viably plead a duty of oversight (or “Caremark”) claim against directors. In Lebanon County Employees’ Retirement...more

1/15/2024 / Board of Directors , Breach of Duty , Caremark claim , Controlled Substances Act , Corporate Counsel , Corporate Governance , DE Supreme Court , Fiduciary Duty , Opioid , Shareholder Litigation

Delaware SupremeCourt: Corporations May Use Bylaws To Require Investors To Sue In Federal Court For Securities Act Claims

In Sciabacucchi v. Salzberg, No. 346, 2019 (March 18, 2020 Del. Sup. Ct), the Delaware Supreme Court has strengthened the use of forum selection clauses in bylaws and other governance documents by holding that corporations...more

3/20/2020 / Blue Apron , Bylaws , Corporate Governance , Cyan Inc v Beaver Cty Emps Ret Fund , Delaware General Corporation Law , Forum Selection , Initial Public Offering (IPO) , Roku , SCOTUS , Securities Act of 1933

3 Results

View per page

Page: of 1