In a case of first impression, the Court of Chancery held recently that officers, like directors, owe their companies a duty of oversight, although the scope of that will vary with their responsibilities. Two other Chancery...more
6/12/2023
/ Acquisitions ,
Aiding and Abetting ,
Board of Directors ,
Breach of Duty ,
CEOs ,
Corporate Governance ,
Corporate Officers ,
Data Preservation ,
Disclosure Requirements ,
Duty of Oversight ,
Evidence ,
Fiduciary Duty ,
Mergers ,
Oracle ,
Oversight Duties ,
Publicly-Traded Companies ,
Revlon ,
Shareholders ,
Spoliation
On January 25, 2023, Vice Chancellor Laster of the Court of Chancery issued a significant decision, finding as a matter of first impression that corporate officers owe a duty of oversight akin to the oversight duties owed by...more
Under Corwin v. KKR Financial Holdings LLC1 and its progeny, “when disinterested, fully informed, uncoerced stockholders approve a transaction absent a looming conflicted controller,” the irrebuttable business judgment rule...more
11/29/2018
/ Acquisitions ,
Appeals ,
Books & Records ,
Breach of Duty ,
Business Judgment Rule ,
Competitive Bidding ,
Controlling Stockholders ,
Corwin Doctrine ,
DE Supreme Court ,
Dismissals ,
Fiduciary Duty ,
Material Disclosures ,
Mergers ,
Pleading Standards ,
Reversal ,
Schedule 14D-9 ,
Section 220 Request ,
Shareholder Litigation ,
Shareholder Rights ,
Shareholder Votes
The Delaware Supreme Court has held that strict adherence to the procedural requirements of Section 220 of the Delaware General Corporation Law “protects the right of the corporation to receive and consider a demand in proper...more
5/8/2017
/ Board of Directors ,
Books & Records ,
Breach of Duty ,
Burden of Production ,
Burden of Proof ,
Credible Basis Standard ,
DE Supreme Court ,
Evidence ,
Fiduciary Duty ,
Mismanagement ,
Section 220 Request ,
Shareholders ,
Standing