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
Thursday, in a much anticipated decision, the Delaware Supreme Court held in In re Match Group, Inc. Derivative Litigation1 that every member of a special committee must be independent in order to satisfy the MFW2 framework...more
Davies’ Canadian Mergers & Acquisitions guide draws on our substantial cross-border M&A experience to offer guidance on both the legal framework and practical aspects of Canadian mergers and acquisitions, including critical...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
The daughters of Paul Newman recently sued the Newman’s Own Foundation to their annual control of $400,000 of funds for donation.Paul Newman created the foundation to give away all royalty rights from the sale of Newman’s Own...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
Directors of most for-profit U.S. corporations have long considered the corporation’s relationships with customers, employees, suppliers and the communities in which they operate — sometimes referred to as “stakeholders” — in...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
What is the Business Judgment Rule? The North Carolina Business Corporation Act (the "Act") imposes certain requirements on corporate directors to ensure that they act in the best interest of the corporation when making...more
The Delaware courts issued a number of significant decisions in 2018 that are likely to have ripple effects throughout 2019. Among them were a series of cases that further developed the parameters of the Corwin and MFW...more
We’ve asked lawyers from our offices in Spain, France, Germany, the Netherlands, and the U.S. to talk about when directors and officers get caught up in M&A litigation....more
Trade Secret’s New Found Prominence: As we both have written previously, the changing nature of technology, product development and sales, and the patent enforcement landscape, have given trade secrets a new-found...more
I wager that most readers of this post misunderstand the “business judgment rule” in some important regard, regardless of years of practice experience and whether you are a transactional or litigation corporate lawyer. It is...more
The Fifth Circuit, in In the Matter of: ATP Oil & Gas Corp. (Tow v. Bulmahn, et. al.), dismissed breach of fiduciary duty claims and fraudulent transfer claims brought by a chapter 7 trustee relating to cash bonuses and...more
Board of directors member Y.I. Gnough, who is also president of Algae Company, is in a pickle. Although denying any knowledge of sexual harassment and misconduct by the company founder and deal-maker Iam Algae, three co-board...more
A recent Delaware court decision validates the trending practice to add specific limits on non-employee director pay in public company “omnibus” incentive compensation plans, to be approved by shareholders. ...more
Yesterday, May 9, 2017, Governor Nathan Deal signed HB 192 into law, amending the Georgia Business Corporation Code and corresponding provisions in the Financial Institutions Code of Georgia. HB 192...more
Earlier this month, in In re Investors Bancorp, Inc. Stockholders Litigation, the Delaware Court of Chancery reiterated its view that placing a meaningful limit on director equity awards to be granted under a stockholder...more
The Delaware Court of Chancery examined equity grants to directors in In Re Investors Bancorp, Inc. Stockholder Litigation. The equity incentive plan, or EIP, at issue included the following limitations on grants...more
On October 25, 2016, a jury in the U.S. District Court for the Northern District of Georgia rejected the Federal Deposit Insurance Corporation’s (FDIC) argument that former directors and officers of The Buckhead Community...more
In the last few years, Delaware courts have issued several rulings in lawsuits involving complaints of excessive compensation to non-employee directors (1). The takeaways from these cases can be summarized as follows...more
In response to the Delaware Chancery Court’s 2012 and 2015 decisions in Seinfeld v. Slager and Calma v. Templeton and Facebook’s 2016 settlement of Espinoza v. Zuckerberg, public companies that are adopting or amending...more
The risks associated with cyber-attacks and data breaches are growing in Canada and internationally and the costs associated with an organization preventing, detecting, responding to and recovering from such an incident can...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
We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments. In This Issue: - Q&A...more