Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation
Bar Exam Toolbox Podcast Episode 167: Listen and Learn -- Direct and Derivative Actions (Corporations)
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)
This article was originally published on Kitces.com, on May 15, 2024, and is available at at DoL’s Retirement Security Rule & PTE 2020-02 Amendment: What Advisers Need to Know Now about Giving Rollover Advice After September...more
Following previous failed attempts to expand the fiduciary liability of financial services providers, the DOL released a new rule that broadens the definition of “fiduciary” under ERISA. The new rule is expected to face...more
In a recent opinion, In re Pack Liquidating, LLC (Pack Liquidating), the U.S. Bankruptcy Court for the District of Delaware held that under Official Committee of Unsecured Creditors of Cybergenics Corp. v. Chinery...more
Ensuring that an independent school’s board of trustees operates in a manner that is consistent with the fundamental principles of good governance is essential to the overall health of the school. After all, the board is the...more
Looking for compliance education and networking in your area? SCCE & HCCA’s Regional Compliance & Ethics Conferences bring compliance practitioners from all disciplines together for convenient, local compliance education....more
It is well understood that directors of Delaware corporations are subject to the fiduciary duties of care and loyalty. In general, the duty of care requires directors to base their decisions on all material information...more
An often overlooked and critical function of operating a successful business is sound corporate governance. But what is corporate governance? Generally stated, corporate governance encompasses the rules, mechanisms and...more
In Breen v Foremost Industries Ltd, 2023 ABKB 552, the Court of King’s Bench of Alberta dismissed the claim of a President and CEO that he had been wrongfully dismissed from his employment, finding that his employment had...more
Trusts are valuable tools frequently used to transfer wealth within families, preserve and protect wealth, and reduce taxes. Despite their common use, many people have only a limited understanding of what a trust is or how...more
On August 1, the SEC settled for $4.4 million with an investment adviser and entities he founded (collectively, the “respondents”) on charges that they breached both their duty of care and duty of loyalty to their client, an...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 sale of a company can be a complex and challenging process and it requires the careful consideration of many factors. It is the responsibility of the company’s directors to ensure that the best interests of the company...more
When evaluating an investment opportunity, a would-be investor’s risk analysis is usually limited to the potential loss of principal and related opportunity costs of the investment. But substantial investments in startups or...more
On March 15, 2023, Chancellor McCormick of the Court of Chancery in Delaware issued a post-trial opinion in a stockholder class action imposing liability upon a founder and CEO (“CEO”) for breaching Revlon sales process...more
The FDIC receiverships of Silicon Valley Bank and Signature Bank have caused certain early-stage companies to face potentially crippling near-term liquidity issues. These liquidity issues may result in a company becoming...more
Companies will be affected in a variety of ways by the receivership of Signature Bank, Silicon Valley Bank or any other similarly situated financial institution. Companies may face difficulty accessing bank facilities or the...more
When does a California estate planning attorney owe a duty of care to people other than the client? Planners can breathe easier after a recent appellate ruling. The court clarified the limits on legal malpractice claims...more
Corporate officers owe the same fiduciary duty of oversight as directors. Just as with directors, officers fulfill their oversight duty by acting in good faith....more
On January 1, 2023, Wisconsin’s new limited liability company (LLC) law goes into effect. The Wisconsin Uniform Limited Liability Company Law (WULLCL), created by 2021 Wis. Act 258 and signed by Governor Tony Evers on April...more
For more than 35 years, Section 102(b)(7) of the General Corporation Law of the State of Delaware (DGCL) has permitted a Delaware corporation to include a provision in its certificate of incorporation that eliminates or...more
When a person dies without a will, the person responsible for managing the estate is called an “administrator”. If the person died with a will, they would normally appoint somebody for this position, an “executor”. Both the...more
Key Points - In light of current economic uncertainty, directors, officers and other fiduciaries should stay abreast of material information, even absent a specific actionable transaction. An analysis of audits of financial...more
Welcome to EO Radio Show - Your Nonprofit Legal Resource, brought to you by the Exempt Organizations Group at Farella Braun + Martel. My name is Cynthia Rowland, and I'm a partner at Farella. I'm a business and tax lawyer...more
In the most recent installment of the McGuireWoods Fiduciary Advisory Services annual multipart series on recent fiduciary cases, developments in the law concerning various topics are examined through the following: ...more