Significant post-election shifts in corporate governance policy are already occurring among regulators, self-regulatory organizations and proxy advisors.
The SEC will no longer litigate its climate disclosure rules,...more
2/21/2025
/ Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Investors ,
Nasdaq ,
Regulatory Agenda ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholders
Delaware Supreme Court holds business judgment rule applies to decision to reincorporate a company out of Delaware made on a “clear day.”
For a non-ratable benefit to give rise to a conflict and trigger entire fairness,...more
2/19/2025
/ Board of Directors ,
Business Entities ,
Conflicts of Interest ,
Corporate Governance ,
D&O Insurance ,
DE Supreme Court ,
Delaware ,
Entire Fairness Standard ,
Fiduciary Duty ,
Liability ,
SCOTUS ,
Shareholders
Delaware Supreme Court reaffirms that “the test for actual control by a minority stockholder is not an easy one to satisfy.” Supreme Court makes clear that control by a minority stockholder is “not presumed.” Supreme Court’s...more
The Delaware Court of Chancery issued a post-trial opinion, on January 30, 2024, in Tornetta v. Musk, holding that Tesla’s board of directors (the “Board”) breached its fiduciary duties in awarding CEO Elon Musk (with the...more
2/22/2024
/ Appeals ,
Board of Directors ,
Breach of Duty ,
Business Litigation ,
Commercial Litigation ,
Controlling Stockholders ,
Delaware General Corporation Law ,
Elon Musk ,
Equity Compensation ,
Fiduciary Duty ,
Rescission ,
Shareholder Votes ,
Shareholders ,
Tesla
Proof that an inspection demand is improperly “lawyer-driven” will overcome a stockholder’s pretextual claim for investigating wrongdoing.
A stockholder does not have a proper purpose for investigating an “ordinary...more
7/7/2023
/ Board of Directors ,
Books & Records ,
Breach of Duty ,
Corporate Misconduct ,
Delaware ,
Disney ,
Environmental Social & Governance (ESG) ,
Fiduciary Duty ,
Florida ,
Inspections ,
LGBTQ ,
Shareholders