Delaware amended the Delaware General Corporation Law (the “DGCL”) to create safe harbors for transactions involving directors, officers and controlling stockholders and to limit both the documents subject to and the purposes...more
Since the Delaware Court of Chancery’s January 2022 decision in In re MultiPlan Corp. Stockholders Litigation,1 plaintiffs in Delaware had enjoyed a long and unbroken string of motion to dismiss victories in suits alleging...more
6/13/2024
/ Board of Directors ,
Books & Records ,
Breach of Duty ,
Business Model ,
Delaware ,
Failure To Disclose ,
Fiduciary Duty ,
Material Misstatements ,
Pre-Closing Issues ,
Special Purpose Acquisition Companies (SPACs) ,
Stock Redemption ,
Stocks
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
As SPAC litigation continues to proliferate, it is more important than ever that officers and directors of companies undertaking a de-SPAC transaction be mindful of litigation risks and adopt strategies for managing them....more
10/18/2022
/ Acquisitions ,
Board of Directors ,
Class Action ,
Continuing Legal Education ,
Corporate Officers ,
Counterparty Risk ,
Derivative Suit ,
Fiduciary Duty ,
Mergers ,
Proxy Statements ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Short Selling ,
Special Purpose Acquisition Companies (SPACs) ,
Target Company ,
Webinars
A board of directors’ vision and leadership becomes particularly vital during times of distress. While day-to-day operations rest with management, both fiduciary duty law and sound corporate governance practices call for the...more