On January 30, 2024, the Chancellor of the Delaware Court of Chancery struck down the $55.8 billion compensation plan that Tesla, Inc.’s board of directors had granted to Tesla’s well-known CEO, Elon Musk, finding that the...more
2/7/2024
/ Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Compensation Committee ,
Conflicts of Interest ,
Controlling Stockholders ,
Corporate Counsel ,
Elon Musk ,
Entire Fairness Standard ,
Executive Compensation ,
Fiduciary Duty ,
Independent Directors ,
Shareholder Litigation ,
Tesla
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
3/8/2023
/ Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Caremark claim ,
Congressional Investigations & Hearings ,
Corporate Counsel ,
Corporate Culture ,
Corporate Governance ,
Derivative Suit ,
Equal Employment Opportunity Commission (EEOC) ,
Fiduciary Duty ,
Fraudulent Inducement ,
Internal Investigations ,
McDonalds ,
Sexual Harassment ,
Shareholder Litigation
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
1/31/2023
/ Board of Directors ,
Breach of Duty ,
Caremark claim ,
Corporate Culture ,
Corporate Governance ,
Derivative Suit ,
Duty of Loyalty ,
Fiduciary Duty ,
McDonalds ,
Sexual Harassment ,
Shareholder Litigation
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
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
11/11/2020
/ Board of Directors ,
Breach of Duty ,
Corporate Governance ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Duty of Candor ,
Duty of Loyalty ,
False Statements ,
Fiduciary Duty ,
Good Faith ,
Misleading Statements ,
Misrepresentation ,
Proxy Statements ,
Public Statements ,
Publicly-Traded Companies ,
Securities Exchange Act of 1934 ,
Shareholders