News & Analysis as of

Board of Directors Directors Business Judgment Rule

Woodruff Sawyer

What Prevails, Business Judgment Rule or Donor Intent?

Woodruff Sawyer on

The daughters of Paul Newman recently sued the Newman’s Own Foundation to their annual control of $400,000 of funds for donation.Paul Newman created the foundation to give away all royalty rights from the sale of Newman’s Own...more

Skadden, Arps, Slate, Meagher & Flom LLP

Stockholders Versus Stakeholders — Cutting the Gordian Knot

Directors of most for-profit U.S. corporations have long considered the corporation’s relationships with customers, employees, suppliers and the communities in which they operate — sometimes referred to as “stakeholders” — in...more

Ward and Smith, P.A.

The Business Judgment Rule: How Corporate Directors Can Sleep Better At Night

Ward and Smith, P.A. on

What is the Business Judgment Rule? The North Carolina Business Corporation Act (the "Act") imposes certain requirements on corporate directors to ensure that they act in the best interest of the corporation when making...more

Hogan Lovells

Directors and officers in M&A litigation

Hogan Lovells on

We’ve asked lawyers from our offices in Spain, France, Germany, the Netherlands, and the U.S. to talk about when directors and officers get caught up in M&A litigation....more

Gray Reed

Am I My Director’s Keeper?

Gray Reed on

Board of directors member Y.I. Gnough, who is also president of Algae Company, is in a pickle. Although denying any knowledge of sexual harassment and misconduct by the company founder and deal-maker Iam Algae, three co-board...more

Mintz - Employment Viewpoints

Another Reminder that Director Limits set forth in Equity Plans Allow Director Compensation to be Reviewed under the more Lenient...

Earlier this month, in In re Investors Bancorp, Inc. Stockholders Litigation, the Delaware Court of Chancery reiterated its view that placing a meaningful limit on director equity awards to be granted under a stockholder...more

McDermott Will & Emery

Inside M&A - October 2015

McDermott Will & Emery on

Overview of SPACs and Latest Trends - A number of recent successful business combination transactions involving special-purpose acquisition companies (SPACs) led by prominent sponsors have driven a resurgence in the SPAC...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - October 2015

We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments. In This Issue: - Q&A...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Delaware Supreme Court Reaffirms Important Protections for Corporate Directors"

A trio of opinions from the Delaware Supreme Court, each authored by Chief Justice Leo E. Strine, Jr., has reaffirmed Delaware’s deference to the business judgment of disinterested corporate decision-makers and restored...more

Locke Lord LLP

Locke Lord QuickStudy: Litigation Threat Means Public Companies Should Review Director Compensation Process

Locke Lord LLP on

Corporate directors are permitted to, and regularly do, set their own compensation. This has not been controversial because boards have typically taken seriously their responsibility to set compensation that is reasonable and...more

McCarter & English, LLP

A Key Reminder to Directors of Delaware Corporations When Granting Equity Awards under an Equity Incentive Plan

Corporate directors routinely make decisions regarding their own compensation. If challenged by stockholders, such decisions are generally reviewed by Delaware courts under the onerous "entire fairness" standard, which...more

King & Spalding

Delaware Supreme Court’s In re Cornerstone Therapeutics Decision Allows Independent Directors To Utilize Section 102(b)(7) Defense...

King & Spalding on

A director’s responsibilities in serving on a corporate board are attended by substantial personal financial risks—not least of which is the specter of shareholder litigation. Exculpatory charter provisions, such as Section...more

Sherman & Howard L.L.C.

Does the Business Judgment Rule Protect Bank Officers and Directors?

When a corporation suffers significant losses, or ultimately fails, frustrated shareholders, creditors, or others often try to sue the corporation and/or its officers and directors for losses caused by mismanagement of the...more

Eversheds Sutherland (US) LLP

Two Certified Issues to the Georgia Supreme Court Will Address Application of the Business Judgment Rule to Bank Officers and...

In an unexpected turn of events, two recent cases arising out of the U.S. District Court for the Northern District of Georgia have resulted in two sets of certified questions to the Georgia Supreme Court that will likely have...more

Dechert LLP

Seventh Circuit Increasingly Problematic for Directors and Officers Defending Shareholder Derivative Suits

Dechert LLP on

With its recent decision in Westmoreland County Employee Retirement System v. Parkinson, et al., the United States Court of Appeals for the Seventh Circuit has confirmed that the courts of the Seventh Circuit can be a...more

Snell & Wilmer

Lessons Learned in 2012

Snell & Wilmer on

As one calendar year ends and the next begins, it is natural to look back to take an inventory of lessons learned and to look forward in an attempt to implement such lessons. The year 2012 certainly had its fair share of...more

Snell & Wilmer

Delaware Law Update — Delaware Court Applies Heightened Scrutiny to Director Compensation

Snell & Wilmer on

In an era of intense investor scrutiny and SEC rulemaking regarding executive compensation, a recent decision by the Delaware Court of Chancery raises questions as to the protections afforded to directors when granting...more

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