Episode 322 -- Checking in on Caremark Cases
Podcast - Deberes fiduciarios de los administradores
PODCAST: Williams Mullen's Benefits Companion - Court Decisions Impacting Plan Sponsors and Fiduciaries
Update and Discussion on Legal and Practical Issues
Law School Toolbox Podcast Episode 319: Listen and Learn -- Negligence: Duties of Landlords, Owners, and Possessors of Land
Bar Exam Toolbox Podcast Episode 149: Listen and Learn -- Negligence: Duties of Landlords, Owners, and Possessors of Land
#WorkforceWednesday: SCOTUS in Review, Biden Acts to Limit Non-Competes, NY HERO Act Model Safety Plans - Employment Law This Week®
Board Diversity Podcast
PODCAST: Williams Mullen's Benefits Companion - Cybersecurity Considerations for Retirement Plan Sponsors
Navigating the New Normal: Risk Management and Legal Considerations for Real Estate Companies
Nota Bene Episode 94: Mapping COVID-19’s Impact on American Bankruptcy and Restructuring with Edward Tillinghast
Podcast: Supreme Court May Resolve Key ERISA Statute of Limitations and Proprietary Fund Litigation Questions
The Insider Trading Cartoon Series, Vol. 13 -- The Barry Switzer Story
Bitter C-Suite: Privacy, Security and Data Protection Issues Facing Corporations, Directors and Officers
Effective August 1, 2022, Section 102(b)(7) of the Delaware General Corporation Law (DGCL) was amended to permit a Delaware corporation to include in its charter a provision eliminating or limiting the personal liability of...more
You’re an entrepreneur, you form your first company, and suddenly you carry the title of founder, director, officer, and/or employee all at once. When running your business, it may feel like all of your roles blur together....more
Section 800 of the California Corporations Code applies to actions brought in the name of any domestic or foreign corporation, aka derivative actions. It is similar, but not the same as, Delaware Court of Chancery Rule 23.1...more
On March 15, 2023, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a rare post-trial decision finding a CEO personally liable for millions of dollars in damages for breaching his fiduciary...more
Corporate officers owe the same fiduciary duty of oversight as directors. Just as with directors, officers fulfill their oversight duty by acting in good faith....more
The United Kingdom Supreme Court (the “UKSC”) recently delivered its eagerly anticipated judgment in BTI 2014 LLC v Sequana SA and others [2022 UKSC 25] (“Sequana”). The reasoning in Sequana will be highly persuasive in the...more
OP3 International Pte Ltd v Foo Kian Beng [2022] SGHC 225 is a good illustration of the approach taken by the court in considering directors’ duties when a company is in a financially parlous situation and whether a director...more
Key Highlights - - Centerra Judge found the breaches of fiduciary duties the most egregious he had ever seen. - Nominee director principles in Centerra are relevant to directors of corporations governed by the Canada...more
Last year, the Delaware Supreme Court adopted a tripartite test for assessing demand futility allegations in derivative actions. United Food & Commercial Workers Union v. Zuckerberg 262 A.3d 1034 (Del. 2021). Under this...more
On May 13, 2022, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery dismissed certain stockholder derivative claims for breaches of fiduciary duty brought against the founder-CEO and other directors of...more
Managers of LLCs have similar duties to members of LLCs. A breach of these fiduciary duties can lead to a lawsuit and personal liability for directors, officers and LLC managers. ...more
In January 2018, the media began reporting on two security vulnerabilities affecting Intel Corporation's microprocessors - dubbed "Spectre" and "Meltdown". Following these disclosures, Intel's stock price fell and its...more
On February 14, 2022, Vice Chancellor Lori W. Will of the Delaware Court of Chancery entered judgment in favor of Lee Enterprises, Inc. (the “Company”) and its directors following an expedited trial on claims for breach of...more
Nevada has codified the business judgment rule as follows: "directors and officers, in deciding upon matters of business, are presumed to act in good faith, on an informed basis and with a view to the interests of the...more
The Bullet Point: Ohio Commercial Law Bulletin Does the Savings Statute Save My Claim? Volume 4, Issue 16 August 26, 2020 Jim Sandy and Stephanie Hand-Cannane Savings Statute Moore v. Mt. Carmel Health Sys., Slip...more
United States District Court Orders Insured To Produce Certain Pre-Litigation Documents But Not Others Deemed Work Product 99 Wall sued Allied World seeking coverage under a property policy for water losses at 99 Wall’s...more
Last month, I wrote about the Nevada Supreme Court's holding that a plaintiff must prove more than gross negligence to hold a director liable for breach of fiduciary duty. Chur v. Eighth Jud. Dist. Ct., 136 Nev. Adv. Op. 7...more
A Nevada Supreme Court ruling last week further narrows the scope of Nevada officer and director liability for violations of their duty of care....more
In the recent decision handed down by Chancellor Bouchard in the case of In re NantHealth, Inc. Stockholder Litigation, Lead C.A. No. 2018-0302-AGB (Del. Ch. Jan. 14, 2020), the Delaware Court of Chancery granted in part and...more
On October 1, 2019, the Court of Chancery rendered an opinion in In re Clovis Oncology, Inc. Derivative Litigation, denying a motion to dismiss a Caremark claim for breach of fiduciary duty and reinforcing a director’s duty...more
Delaware law usually protects directors in making good faith business decisions. However, sometimes the failure of directors to oversee a company’s compliance with legal requirements will be so troublesome that this is not...more
In In re Amerisciences, a bankruptcy trustee sued a bankrupt company’s former officers for breach of fiduciary duty regarding the theft of trade secrets. No. 18-20394, 2019 U.S. App. LEXIS 20635 (5th Cir. July 11, 2019). ...more
In Chester County Employees’ Retirement Fund v. KCG Holdings, Inc. et al, C.A. No. 2017-0421-KSJM (Del. Ch. June 21, 2019), the Delaware Court of Chancery denied the defendants’ motion to dismiss claims of breach of fiduciary...more
A recent decision by the Superior Court of the State of Delaware highlights a risk of potential exposure to liability for individuals affiliated with private equity firms who are presumed to be covered by a directors’ and...more
A Singaporean construction company in liquidation has successfully sued one of its former directors for failing to act in the best interests of the company, highlighting the importance of directors being aware of, and...more