News & Analysis as of

Duty of Oversight

BCLP

Comments from HK LegCo Members Regarding the Security of Payment Bill

BCLP on

On 21 June 2024, the Hong Kong LegCo Bills Committee which is considering the Construction Industry Security of Payment Bill (“Bill”) held a meeting to discuss various policy concerns of the Bill....more

Jenner & Block

The Duty of Directors and Officers to Respond to Red Flags

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The duty of oversight requires directors to (1) make a good faith effort to ensure that their corporations have proper reporting systems in place, and (2) take action to address red flags that indicate potential corporate...more

The Volkov Law Group

HHS-OIG Guidance — Chock Full of Compliance Best Practices and Strategies (Part II of III)

The Volkov Law Group on

Board Oversight of the Compliance Program - The GCPG cross-references the US Sentencing Guidelines board responsibility requirements of the organization’s compliance program, and provides that the board shall “be...more

Latham & Watkins LLP

California Court Adopts the Caremark Standard for Oversight Claims

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The decision articulates the standard for plaintiffs asserting derivative claims based on an alleged failure of oversight by directors and officers of California companies. Nearly three decades ago in the seminal case In...more

BakerHostetler

NYDFS Issues Revised Proposed Second Amendment to Its Cybersecurity Regulation

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The New York State Department of Financial Services (NYDFS) recently published a revised proposed second amendment to its cybersecurity regulation, 23 NYCRR 500. ...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - June 2023

In a case of first impression, the Court of Chancery held recently that officers, like directors, owe their companies a duty of oversight, although the scope of that will vary with their responsibilities. Two other Chancery...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Court of Chancery Holds That Corporate Officers, Like Directors, Owe a Duty of Oversight

On January 25, 2023, Vice Chancellor Laster of the Court of Chancery issued a significant decision, finding as a matter of first impression that corporate officers owe a duty of oversight akin to the oversight duties owed by...more

Flaster Greenberg PC

Important Changes to Corporate Officers’ Fiduciary Duties in Delaware

Flaster Greenberg PC on

Corporate officers take note: Recent changes to Delaware law introduce a path towards additional protection and new potential liability for corporate officers. First, corporations may now amend their articles of incorporation...more

BCLP

Recent Delaware cases clarify Caremark oversight duties for directors and executive officers

BCLP on

A claim for breach of the duty of oversight is known as a Caremark claim, after the landmark Delaware Court of Chancery decision in In re Caremark International Inc. Derivative Litigation (1996). Since then, Delaware courts...more

Nelson Mullins Riley & Scarborough LLP

Delaware’s Duty of Oversight Applies to Corporate Officers

In a recent decision, the Delaware Court of Chancery determined for the first time that corporate officers owe a duty of oversight under Delaware Law. The case, In re McDonald’s Corporation Stockholder Derivative Litigation,...more

Bennett Jones LLP

Delaware Court Extends a Director's Duty of Oversight to Officers—What Could This Mean for Canadian Directors and Officers?

Bennett Jones LLP on

In the United States, corporate directors owe, as a subset of their duty of loyalty, a duty to monitor and oversee the operations of the company, referred to as the "duty of oversight" in this blog. This duty is known as the...more

Polsinelli

Delaware Court of Chancery Establishes Duty of Oversight Extends to Officers

Polsinelli on

In a significant and far-reaching development in Delaware corporate law, the Delaware Court of Chancery recently held in In re McDonald’s Corporation Stockholder Derivative Litigation, C.A. No. 2021-0324-JTL (Del. Ch. Jan....more

Jenner & Block

Application of Caremark Duties to Officers

Jenner & Block on

In the landmark case In re Caremark International Inc. Derivative Litigation (1996), the Delaware Court of Chancery clarified the standard of liability for oversight failures by directors. Specifically, the Delaware Court of...more

Akerman LLP

Delaware Court of Chancery Extends Oversight Obligations to Non-Director Corporate Officers

Akerman LLP on

In former Chancellor Allen’s hallmark decision in In re Caremark International, Inc. Derivative Litigation, the Delaware Court of Chancery held that directors of a corporation owe stockholders the fiduciary duty of oversight....more

Paul Hastings LLP

Delaware Court of Chancery Expressly Holds that Corporate Officers Owe a Duty of Oversight

Paul Hastings LLP on

In a recent opinion, the Delaware Court of Chancery for the first time expressly held that corporate officers, like corporate directors, owe a duty of oversight. In defining the scope of the oversight duty at the officer...more

Fisher Phillips

Red Flags Mean Danger! 6 Key Steps for Businesses as Delaware Expands Fiduciary Liability for Corporate Officers

Fisher Phillips on

Human Resources Executives and Chief Compliance Officers now face the potential for increased personal liability following a first-of-its-kind decision from a Delaware court, which established the fiduciary duty of oversight...more

Cadwalader, Wickersham & Taft LLP

The Ramifications of The Delaware Court of Chancery’s McDonald’s Decision – Beyond Holding That Caremark Oversight Obligations...

Last year, we discussed how stockholder complaints concerning environmental, social, and governance (“ESG”) issues were making their way to the courtroom and, specifically, how  the Delaware Court of Chancery and Supreme...more

Morris James LLP

Court of Chancery Rules That Corporate Officers Have a Duty of Oversight Within Their Corporate Area of Responsibility

Morris James LLP on

Delaware courts have firmly established that directors have oversight duties under the good-faith component of the fiduciary duty of loyalty. In the seminal Caremark decision, the Delaware Court of Chancery held that...more

Bodman

Delaware Court of Chancery Establishes That the Duty of Oversight Extends to Officers

Bodman on

On January 25, 2023, the Delaware Chancery Court issued its ruling in In re McDonald’s Corporation Stockholder Derivative Litigation, C.A. No. 2021-0324-JTL (Del. Ch. Jan. 26, 2023), holding for the first time that a...more

Frantz Ward LLP

Corporate Officer Beware: Delaware Court of Chancery Says You Owe Caremark Duties

Frantz Ward LLP on

On January 25, 2023, the Delaware Court of Chancery submitted its opinion in In re McDonald’s Corporation Stockholder Derivative Litigation, No. 2021-0324-JTL, 2023 WL 387292 (Del. Ch. Jan. 25, 2023), holding for the first...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Holds that Officers of a Delaware Corporation Are Subject to Fiduciary Duty of Oversight

In In re McDonald’s Corp. Stockholder Derivative Litigation, No. 2021-0324 (Del. Ch. Jan. 26, 2023), the Delaware Court of Chancery (Laster, V.C.) held that officers of a Delaware corporation are subject to a fiduciary duty...more

Cooley LLP

Workplace misconduct again! SEC charges failure of disclosure controls

Cooley LLP on

Alleged workplace misconduct—and the obligation to collect information and report up about it—rears its head again in yet another case, this time involving Activision Blizzard, Inc. Just last month, in In re McDonald’s...more

Thomas Fox - Compliance Evangelist

Compliance into the Weeds - McDonald’s and Duty of Corporate Officer Oversight

The award-winning Compliance into the Weeds is the only weekly podcast that takes a deep dive into a compliance-related topic, literally going into the weeds to explore a subject more fully. In this episode, Matt and I dive...more

King & Spalding

Delaware Chancery Court Holds Corporate Officers Owe Duty of Oversight

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Vice Chancellor Laster Extends This Fiduciary Duty, Previously Recognized only as to Corporate Directors - On January 25, 2023, the Delaware Court of Chancery answered an important question of officer liability, holding...more

Dechert LLP

Delaware Court of Chancery Issues Significant Decision Addressing Fiduciary Duties of Officers, Including Holding that Officers...

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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

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