Corporate officers owe the same fiduciary duty of oversight as directors.
Just as with directors, officers fulfill their oversight duty by acting in good faith....more
1/30/2023
/ Breach of Duty ,
Corporate Counsel ,
Corporate Officers ,
DE Supreme Court ,
Delaware ,
Directors ,
Duty of Care ,
Duty of Loyalty ,
Duty of Oversight ,
Fiduciary Duty ,
Good Faith
In this edition of Dechert’s Securities & Derivative Litigation Quarterly Update, we examine: (1) the Delaware Court of Chancery’s latest post-trial decision showing how the special committee process is critical in the...more
11/2/2022
/ Bad Faith ,
Breach of Duty ,
Burden of Proof ,
Delaware ,
Derivatives ,
Disclosure Requirements ,
Due Diligence ,
En Banc Review ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Fiduciary Duty ,
Investment Adviser ,
Minority Shareholders ,
Mortgage-Backed Securities ,
Regulation FD ,
Risk Assessment ,
Securities Exchange Act ,
Securities Litigation
The Delaware Court of Chancery issued its decision in In re Tesla Motors, Inc., on April 27, 2022, rejecting claims that Tesla, Inc. CEO Elon Musk breached his fiduciary duties to Tesla’s stockholders as a director and an...more
5/11/2022
/ Acquisition Agreements ,
Breach of Duty ,
Business Litigation ,
Controlling Stockholders ,
Corporate Sales Transactions ,
Elon Musk ,
Energy Sector ,
Entire Fairness Standard ,
Fiduciary Duty ,
Merger Agreements ,
Purchase Price ,
SolarCity ,
Tesla
The Delaware Court of Chancery addressed for the first time fundamental precepts of Delaware law in the context of a special purpose acquisition company (“SPAC”) on January 3, 2021. In In re MultiPlan Corp. Stockholders...more
1/19/2022
/ Business Judgment Rule ,
Business Plans ,
Capital Raising ,
Entire Fairness Standard ,
Failure To Disclose ,
Fiduciary Duty ,
Initial Public Offering (IPO) ,
Merger Agreements ,
Right of Redemption ,
Shareholder Litigation ,
Special Purpose Acquisition Companies (SPACs)
That the meaning of “ESG” no longer needs to be explained, illustrating how important these issues have become to investors, public companies, international capital markets and, correspondingly, the U.S. Securities and...more