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Bad Faith Exculpatory Clauses

BCLP

Recent Delaware cases clarify Caremark oversight duties for directors and executive officers

BCLP on

A claim for breach of the duty of oversight is known as a Caremark claim, after the landmark Delaware Court of Chancery decision in In re Caremark International Inc. Derivative Litigation (1996). Since then, Delaware courts...more

Farrell Fritz, P.C.

“Intentional” Breach of Fiduciary Duty Defeats Operating Agreement’s Exculpatory Clause

Farrell Fritz, P.C. on

Last week, Peter Mahler blogged about a recent decision holding that a minority shareholder’s claim against its majority co-owners for breach of fiduciary duty in connection with a sale of the business to a third party...more

BCLP

Trust Instrument Can’t Completely Insulate Trustee From Liability

BCLP on

Settlors often want to give their trustees peace of mind that they can administer the trust without a court looking over their shoulder and second-guessing every act they take. So, estate planners will often put a broad...more

Kelley Drye & Warren LLP

FTC Wins Lawsuit Over Its Robocall Contest

In 2012, the FTC sponsored a contest in which it invited contestants to submit their best solutions to block robocalls. After reviewing almost 800 entries, the FTC announced two winners. As we posted previously, though, one...more

Troutman Pepper

Delaware Supreme Court Preserves Benefit of Exculpatory Provisions for Independent Directors at Motion to Dismiss Stage

Troutman Pepper on

A recent decision by the Delaware Supreme Court provides independent directors, such as special committee members, with the ability to escape protracted fiduciary duty litigation during its initial stages. The court’s...more

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