“Monsters, Inc.” y el buen gobierno corporativo
Revisiting Financial Institution Incentive Compensation Rules Under Dodd-Frank — The Consumer Finance Podcast
What the Delaware McDonald's Decision Means for Corporate Officers and Compliance Programs
In the Boardroom With Resnick and Fuller - Episode 4
Compliance into the Weeds - McDonald’s and Duty of Corporate Officer Oversight
Nonprofit Basics: Designators, Members, Directors, Officers: The Who’s Who of Nonprofit Governance
How to Secure Advances to Fund Legal Fees
Change of Control: Golden Parachute Rules in the Sale Process
Bar Exam Toolbox Podcast Episode 124: Listen and Learn -- Duty of Loyalty (Corporations)
Law School Toolbox Podcast Episode 282: Listen and Learn -- Duty of Loyalty (Corporations)
The Responsible Corporate Officer Doctrine and the Food, Beverage and Agribusiness Industry — What You Need to Know
Compliance Perspectives: Compliance Challenges in India
Compliance Perspectives: The German Corporate Sanctions Act
Nota Bene Episode 94: Mapping COVID-19’s Impact on American Bankruptcy and Restructuring with Edward Tillinghast
Top Three Cybersecurity Misconceptions
D&O in Brazil and Latin America
CorpCast Episode 2: Advancement 101
Homebuilder Series Webinar: Fiduciary Duties & Auditor Liability
FCPA Compliance and Ethics Report-Episode 117-the Avon FCPA Enforcement Action
In a recent case, Bricklayers Pension Fund of Western Pennsylvania (derivatively on behalf of Centene Corporation) v Brinkley (Centene), Delaware's Court of Chancery dismissed “Caremark duty claims”—named after the 1996 case...more
On August 1, 2024, an extensive and important set of amendments to the Delaware General Corporation Law (the DGCL) will become effective. The amendments, which will apply both prospectively and retrospectively, were largely...more
On December 29, 2023, China enacted the amended Company Law of the People’s Republic of China (Amended PRC Company Law), which will come into effect on July 1, 2024. These are some of the most significant changes to the laws...more
Wilson Sonsini is pleased to present the 2023 Delaware Corporate Law and Litigation Year In Review. In 2023, the Delaware courts issued many decisions addressing an array of important topics, including director and officer...more
On January 17, 2024, the Delaware Supreme Court issued a significant decision affirming that the Delaware General Corporation Law (the DGCL) does not require companies with multiple classes of common stock to obtain separate...more
In Segway Inc. v. Hong Cai, 2023 Del. Ch. LEXIS 643 (Del. Ch. Dec. 14, 2023), the Delaware Court of Chancery (Will, V.C.) dismissed a claim for breach of fiduciary duty brought by Segway Inc. (the “Company”) against its...more
On August 25, 2023, Magistrate Bonnie W. David of the Delaware Chancery Court issued a post-trial report denying stockholder requests for supplemental productions of emails from Zendesk, Inc. (the “Company”) pursuant to a...more
Directors and Officers (D&O) policies are intended first and foremost to protect a company’s individual directors and officers from significant claims which may be asserted against those individuals in their capacities as...more
A number of recent SEC enforcement actions alleging failure to disclose perquisites, summarized below, highlight the importance of the questionnaires routinely used in connection with the preparation of SEC reports and proxy...more
On March 15, 2023, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a rare post-trial decision finding a CEO personally liable for millions of dollars in damages for breaching his fiduciary...more
Amid a broader cooldown in the markets, 2022 nonetheless proved to be a significant year with respect to developments in Delaware corporate law and practice. The Delaware courts issued scores of opinions relevant to those in...more
On January 4, the Delaware Chancery Court issued a second decision suggesting that SPAC sponsors and directors proceed with care in connection with de-SPAC transactions (and potentially future SPAC formation). As a result of...more
In December 2022, the U.S. Securities and Exchange Commission (SEC) modified the rules governing preset stock trading programs for corporate insiders, known as 10b5-1 plans, which begin taking effect this year. The new rules...more
We previously blogged here about the proposed Securities and Exchange Commission (SEC) amendments to Rule 10b5-1 trading plans. As the amendments have now been unanimously adopted, below are some answers to frequently asked...more
The Court of Chancery’s decision in In re Match Group, Inc. Derivative Litigation1 is the latest example of how the Delaware Supreme Court’s watershed 2014 decision in Kahn v. M & F Worldwide Corp. (MFW)2 has been applied to...more
In late 2021 and early 2022, two decisions from the Court of Chancery addressing advance notice bylaws reiterated, consistent with long-standing Delaware law, that clear and unambiguous advance notice bylaws will be...more
At an Open Meeting on December 14, 2022, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1 promulgated under the Securities Exchange Act of 1934 (Exchange Act), which impose new limitations on...more
On December 13, 2022, the Securities and Exchange Commission unanimously adopted amendments to Rule 10b5-1, imposing new limitations on the ability of insiders to utilize so-called “10b5-1 plans.” 10b5-1 plans are plans to...more
On December 14, 2022, the U.S. Securities and Exchange Commission adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) and new disclosure requirements designed to enhance investor...more
Recent developments, including Russia’s invasion of Ukraine, ongoing tensions between the U.S. and China, and turmoil in the digital assets sector, have made it essential for companies — including their directors and senior...more
The proliferation of U.S. sanctions and other regulations affecting cross-border transactions has implications for directors, who may be personally liable for violations in some cases. Meanwhile, the Securities and Exchange...more
The English law concerning contractual duties of good faith (express and implied) has received considerable judicial attention in recent years. It will therefore be of interest to those who use English law contracts,...more
On October 13, 2022, a five-judge panel of the Appellate Division of the New York State Supreme Court, First Department, unanimously reversed a trial court decision and dismissed a breach of fiduciary duty action brought by...more
Key Highlights - - Centerra Judge found the breaches of fiduciary duties the most egregious he had ever seen. - Nominee director principles in Centerra are relevant to directors of corporations governed by the Canada...more
Many companies rely on capital raises to grow their business and bring products and services to market—but there are times that economic and financial market conditions make it difficult for companies to secure needed...more