Michael Dell

Kramer Levin Naftalis & Frankel LLP

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Delaware Court of Chancery Determines That the Duty of Oversight Applies to Corporate Officers

For almost 30 years, the Delaware courts have held that corporate directors are charged with a fiduciary duty of “oversight.” Directors must make sure that their corporations both (1) implement reasonable information and...more

2/6/2023 / Board of Directors , Corporate Governance , Corporate Officers , DE Supreme Court , Delaware General Corporation Law , Directors , Oversight Duties , Shareholder Litigation

Seventh Circuit Denies the Enforceability of Boeing’s Forum-Selection Bylaw, Reviving Derivative Suit

As discussed in a previous client alert, The Boeing Company (Boeing) has faced shareholder litigation arising from the fatal crashes of two 737 MAX airplanes. In one such derivative suit filed under Section 14(a) of the...more

1/14/2022 / Bylaws , Corporate Governance , Delaware General Corporation Law , Derivative Suit , Forum Selection , Jurisdiction , Securities Exchange Act , Shareholder Litigation

Delaware Court of Chancery Allows Caremark Claim To Proceed Against Boeing Directors

In a significant decision, the Delaware Court of Chancery recently denied a motion to dismiss, thus allowing discovery to proceed, on a Caremark claim against the directors of The Boeing Company (Boeing), arising out of the...more

9/21/2021 / Board of Directors , Boeing , Breach of Duty , Caremark claim , Corporate Governance , Derivative Suit , Fiduciary Duty

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