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Breach of Duty › Independent Boards

Morris James LLP

Supreme Court Clarifies When Independent Directors May Be Dismissed From Case

Morris James LLP on

This important Supreme Court decision clarifies when independent, disinterested directors may be dismissed from litigation, even when an interested transaction is under attack. When the complaint only alleges a breach of the...more

Bracewell LLP

Delaware Supreme Court Clarifies Pleading Standard For Claims Against Independent Directors

Bracewell LLP on

Yesterday, in In re Cornerstone Therapeutics, Inc. Stockholder Litigation, the Supreme Court of Delaware held that plaintiffs seeking monetary damages against disinterested, independent directors must plead facts sufficient...more

Dechert LLP

Delaware Supreme Court Confirms Exculpatory Clauses Have Teeth, and Can Be Used By Director Defendants At The Pleading Stage

Dechert LLP on

In a decision with important implications for directors of public companies, the Delaware Supreme Court overturned two Chancery Court opinions and ruled that independent directors facing breach of duty of care claims arising...more

Proskauer - Corporate Defense and Disputes

Delaware Independent Director Liability in Control Buyout Cases

Proskauer - Corporate Defense and Disputes on

The Delaware Supreme Court will address the standard for pleading that an independent director has breached fiduciary duties in connection with a controlling shareholder buyout. The issue was certified for interlocutory...more

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