Conflictos de interés en Colombia, nueva regulación
Law School Toolbox Podcast Episode 384: Listen and Learn -- The Business Judgment Rule (Corporations)
Bar Exam Toolbox Podcast Episode 184: Listen and Learn -- The Business Judgment Rule (Corporations)
Dealing with an Unsolicited Offer - The Bank Account
Bill on Bankruptcy: Madoff Victims Rooting for Stanford Victory
On January 30, 2024, the Chancellor of the Delaware Court of Chancery struck down the $55.8 billion compensation plan that Tesla, Inc.’s board of directors had granted to Tesla’s well-known CEO, Elon Musk, finding that the...more
Corporate activity related to ESG can have profound legal and market consequences. These consequences can be cut many ways. Although having taken a position on Florida legislation that resulted in negative business...more
Boards and their advisors seeking to navigate the culture wars and their often conflicting pressures from a variety of stakeholders and outside groups may find some comfort and guidance in this recent decision from the...more
On March 1, 2023, in In re McDonald’s Corporation Stockholder Derivative Litigation, Vice Chancellor Travis Laster of Delaware’s Court of Chancery granted a motion to dismiss derivative claims against McDonald’s directors...more
Consistent with trends in recent years, in 2019 Delaware corporation law largely was shaped by post-closing suits for money damages against directors who had approved mergers and acquisitions. Two Delaware Supreme Court...more
On October 30, 2019, the Delaware Court of Chancery struck a major blow against the plaintiffs’ bar’s efforts to lower the statutory hurdle to maintaining stockholder derivative claims. A stockholder of Ultragenyx...more
On June 18, 2019, the Delaware Supreme Court issued an opinion addressing the fiduciary obligation of directors and officers to exercise proper oversight over the corporation and to implement a system of controls to ensure...more
In recent years, there has been an increase in Delaware breach of fiduciary duty claims (including stockholder demands and actual cases) asserted against public company boards alleging that the directors engaged in...more
In an important recent opinion, the Delaware Supreme Court ruled in In re Investors Bancorp, Inc. Stockholder Litigation that certain director compensation decisions would be reviewed under the “entire fairness” standard...more
On May 11, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery dismissed with prejudice a putative class action brought by stockholders of networking solutions in In re Cyan, Inc. Stockholders Litigation.[1]...more
In a string of recent cases, the Delaware courts have given public companies a roadmap for structuring the decision-making process in merger transactions. Before delving into the recent decisions, it may help to understand...more
On October 10, 2016, the Delaware Court of Chancery issued its decision in In re Books-A-Million, Inc. Stockholders Litigation. The decision, authored by Vice Chancellor J. Travis Laster, is important because it applies the...more
It is not unusual in the lifecycle of a start-up for the company to hit road blocks and have cash flow issues. During these times, the board and its members will ask the company’s professionals what their fiduciary duties are...more
In a recent decision in a diversity case, the Seventh Circuit deferred to a state legislature’s “strongly pro-management version of the business judgment rule,” rejecting a derivative claim filed by shareholders in an Indiana...more
Earlier this year, in a consolidated breach of fiduciary duty and appraisal action, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a post-trial opinion that includes many important takeaways for...more
The Delaware Supreme Court recently issued an important decision clarifying the standards that govern claims for money damages against independent directors of corporations whose charters contain exculpatory provisions. ...more
Companies cannot merely rely upon shareholder approval to obtain protection under the business judgment rule. While the courts in Delaware do frequently apply the standard of waste to claims of breach of fiduciary duty and...more