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
To state a cause of action for fraud, a plaintiff must allege “a material misrepresentation of a fact, knowledge of its falsity, an intent to induce reliance, justifiable reliance by the plaintiff and damages.” The...more
Parallel business divorce proceedings in the same or different courts alleging overlapping or duplicative claims are common. When it occurs, judges must often determine whether to dispose of one so the other may proceed...more
As the preferred place of incorporation for most U.S. companies, Delaware has long been a leader in the development of statutory and common law on corporate governance. In keeping with this role, the Delaware legislature...more
Techview Investments Ltd., v. Amstar Poland Property Fund I, L.P., C.A. No. N20C-11-229 EMD CCLD (Del. Super. Ct. Aug. 31, 2021) - The court's ability to hear actions is limited by their jurisdiction – both jurisdiction...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
More than a decade ago in the seminal case Gantler v. Stephens, the Delaware Supreme Court clarified that officers of Delaware corporations owe the same fiduciary duties of care and loyalty that directors owe to the...more
Delaware Court of Chancery Denies Motion to Dismiss in Shareholder Class Action Lawsuit Related to Mindbody Inc.’s Billion Dollar Merger with Vista Equity Partners; Second Circuit Unanimously Affirms Lower Court’s Decision...more
In Sullivan-Mestecky v. Verizon Communs. Inc., 961 F.3d 91 (2d Cir. 2020), the Second Circuit held that a claim under Section 502(a)(3) of ERISA could proceed, where the beneficiary pled that the plan and its agents...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
NRS 78.138(7)(b) provides that, with certain specific statutory exceptions, a director or officer of Nevada corporation is not individually liable to the corporation or its stockholders or creditors for any damages as a...more
Plaintiffs in civil litigation often seek punitive or exemplary damages. “Exemplary damages” means any damages awarded as a penalty or by way of punishment but not for compensatory purposes....more
Morrison v. Berry considers Plaintiff’s claims for damages following the purchase of a grocery-store chain, The Fresh Market, Inc. (“Fresh Market” or the “Company”) by Apollo investment entities. The Plaintiff was a former...more
On February 12, 2019, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery denied a books and records demand of a mattress company’s (the “Company”) stockholder in connection with the termination of the...more
Applying Delaware law, a South Carolina District Court found Plaintiff had properly pled its causes of action for breach of contract, breach of fiduciary duty, negligence/gross negligence and negligent misrepresentation...more
On August 1, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery denied a motion to dismiss a stockholder complaint asserting claims for breach of fiduciary duty against directors and executives...more
As our various courts decide cases, we watch to see if there are any trends that seem to be developing or whether a case signals that the courts are beginning to change how they view a particular issue or type of case. We've...more
On November 30, 2015, the Delaware Supreme Court issued an opinion affirming the Court of Chancery’s decision in In re Rural/Metro Corporation Stockholders Litigation. In the earlier decisions, the Court of Chancery found...more
This is an important decision that reverses a prior opinion in the same case. The Court did so because after it issued its prior opinion, the Delaware Supreme Court issued its Corwin decision holding that when a merger is...more
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
Why it matters - Bank officers may be liable in a lawsuit brought by the Federal Deposit Insurance Corp. (FDIC) while the directors escaped liability, in a new ruling from the Fourth Circuit Court of Appeals interpreting...more