News & Analysis as of

Derivative Suit Internal Controls

Cadwalader, Wickersham & Taft LLP

Caremark and “Mission-Critical” ESG Company Operations

I. Introduction - Companies are increasing pressure to address environmental, social, and governance (“ESG”) issues.  ESG topics have taken center stage in boardrooms, with regulatory agencies, and in the media.  ...more

Gray Reed

Boeing’s Board Agrees to $237.5 Million Settlement in Litigation Alleging Failure to Oversee Airplane Safety

Gray Reed on

The board of directors (“Board”) of The Boeing Company (“Boeing”) agreed to a staggering $237.5 million settlement of a lawsuit brought by stockholders on behalf of Boeing alleging that the Board and certain executive...more

Moritt Hock & Hamroff LLP

Corporate Diversity & Inclusion Efforts Grow with Data Transparency

Studies have consistently shown that increased diversity and inclusion often leads to increased corporate profitability. The demand for diversity is partly driven by the vast body of empirical evidence demonstrating that...more

Orrick, Herrington & Sutcliffe LLP

Board Oversight of Clinical Trials During the Pendency of the COVID-19 Pandemic

COVID-19 has had far-reaching social, economic and regulatory impacts. Nearly all companies (private and public, large and small) have had reason to more frequently convene their boards of directors to review and monitor...more

A&O Shearman

Delaware Court Of Chancery Dismisses Caremark Claims Against Directors After Company Publicly Disclosed Misconduct

A&O Shearman on

On October 31, 2019, Vice Chancellor Kathaleen S. McCormick of the Delaware Court of Chancery dismissed a stockholder derivative suit against the directors of LendingClub Corporation for failure to plead demand futility. In...more

Snell & Wilmer

Delaware Court of Chancery Permits Caremark Claim Alleging Directors’ Failure to Monitor Critical Company Business Operations

Snell & Wilmer on

On October 1, 2019, the Delaware Court of Chancery issued its decision in In re Clovis Oncology, Inc. Derivative Litigation, C.A. No. 2017-0222-JRS (Del. Ch. Oct. 1, 2019), which addresses the duties of directors to oversee...more

Carlton Fields

Home Depot Cyber Derivative Action Shuttered: Another Data-Breach Derivative Suit Fails to Clear Fundamental Corporate Law Hurdles

Carlton Fields on

The recent dismissal of a Home Depot derivative action ends a string of high-profile derivative suits stemming from large-scale corporate data breaches. On November 30, the Northern District of Georgia dismissed a shareholder...more

Adler Pollock & Sheehan P.C.

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

Troutman Pepper

Wyndham Decision Provides Guidance to Corporate Directors and Officers in Responding to a Data Breach

Troutman Pepper on

U.S. District Judge Stanley R. Chesler of the District of New Jersey recently provided much needed guidance to directors and officers on their duties and responsibilities with regard to cybersecurity. In Palkon v. Holmes, et...more

Morgan Lewis

District Court Confirms Caremark Applies to Audit Committee Oversight of Internal Controls

Morgan Lewis on

The U.S. District Court for the Northern District of California recently granted a motion to dismiss a derivative action in which the plaintiff alleged that the directors of VeriFone Systems, Inc. breached fiduciary duties...more

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