News & Analysis as of

Breach of Duty › Shareholder Activism

ArentFox Schiff

Airline 401k Decision Illustrates Continued Takeoff of ESG Litigation

ArentFox Schiff on

A Texas federal judge recently permitted an environmental, social, and governance- (ESG) related Employee Retirement Income Security Act (ERISA) case filed by an airline pilot against his employer and its benefits plan to...more

Venable LLP

Court of Chancery Provides Further Guidance on Advance Notice Bylaw Amendments Amidst a Proxy Contest

Venable LLP on

Hi In “a tale of wins and losses on both sides,” the Delaware Court of Chancery reiterated that advance notice bylaws adopted amid an approaching proxy contest are reviewed through the lens of enhanced judicial scrutiny to...more

Paul Hastings LLP

Delaware Chancery Upholds Rejection of Advance Notice; Strikes Down Certain Bylaw Amendments

Paul Hastings LLP on

In Kellner v. AIM Immunotech Inc., et al., Vice Chancellor Will of the Delaware Court of Chancery upheld the company’s rejection of an advance notice of nomination finding that the Board acted reasonably and equitably in...more

Jones Day

Delaware Chancery Court Strikes 5% Poison Pill With "Extreme" Features

Jones Day on

The Background: The Delaware Chancery Court held that a board of directors breached its fiduciary duties in adopting a shareholder rights plan, or "poison pill," with an unprecedented combination of "extreme" features,...more

Hogan Lovells

Shareholder litigation in M&A — what you should watch out for

Hogan Lovells on

We’ve put lawyers from our offices in Spain, France, Germany, the Netherlands, and the U.S. on the spot. Having got them thinking about when they’ve been up against shareholders in M&A litigation, we asked for pointers you...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Enforceability of Corporate Forum-Selection Bylaws Continues to Strengthen"

Skadden, Arps, Slate, Meagher & Flom LLP on

In recent years, corporations have responded to the threat of duplicative stockholder lawsuits in multiple courts across the country, as well as “forum shopping” by plaintiffs, by enacting forum-selection bylaws. Under these...more

Morris James LLP

Proxy Puts: Consider With Caution

Morris James LLP on

Directors of a Delaware corporation that enters into a financing agreement with a lender may breach their fiduciary duties if the financing agreement contains a common provision allowing the lender to accelerate and demand...more

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