News & Analysis as of

Fiduciary Duty

Mandelbaum Barrett PC

Protecting the Future: Why the Right Investment Advisor Matters for Special Needs Trusts

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Managing a Special Needs Trust (SNT) comes with tremendous responsibility. Trustees are not only tasked with safeguarding the financial future of a beneficiary with special needs, but they must also ensure that trust assets...more

Farrell Fritz, P.C.

The Humble LLC Exculpation Clause Wins Big: Member/CEO Escapes $8M Fiduciary Claims

Farrell Fritz, P.C. on

It’s difficult to assess the potency of section 417(a) of New York’s LLC law.  The provision starts off with a seemingly broad rule: “The operating agreement may set forth a provision eliminating or limiting the personal...more

Ary Rosenbaum - The Rosenbaum Law Firm P.C.

TIAA sued for proprietary funds

In the world of retirement plans, some stories feel like déjà vu with a fresh set of dollar signs. The latest lawsuit filed by former participant Brian Byrne against TIAA and its associated retirement plans is no exception....more

DarrowEverett LLP

Keeping It in the Family (Trust): Additional Considerations for Contributing S Corp Shares

DarrowEverett LLP on

A large part of business sucession planning is structuring the transfer of business ownership. While outright transfers can be less complex, transferring ownership in trust can provide practical benefits that are worth...more

Winstead PC

Texas Supreme Court Holds That Executor Who Is Also The Sole Beneficiary Of The Estate Can Represent The Estate Pro Se

Winstead PC on

In Suday v. Suday, the executor was also the sole beneficiary of her mother’s estate. No. 24-1009, __ Tex. LEXIS __ (Tex. June 27, 2025) (per curiam). She engaged in substantial litigation seeking to challenge her parents’...more

PilieroMazza PLLC

Managing Litigation Risk During the Business Lifecycle, Part 5: Fiduciary Duties

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Litigation risk is an unavoidable aspect of running a business, but with thoughtful planning, exposure can be significantly reduced. From contractual disputes to employment disputes, potential legal challenges can arise at...more

K&L Gates LLP

Handbook for Directors of Nonprofit Corporations in the United States

K&L Gates LLP on

The Handbook for Directors of Nonprofit Corporations in the United States summarizes the duties of directors of nonprofit corporations, provides general background information regarding selected available federal tax...more

Ary Rosenbaum - The Rosenbaum Law Firm P.C.

DOL Walks Back Crypto Chill: A Return to Fiduciary Neutrality

The Department of Labor’s Employee Benefits Security Administration (EBSA) released Compliance Assistance Release No. 2025-01. For those of us keeping track at home, this new guidance effectively rescinds the now infamous...more

Winstead PC

Court Reversed Summary Judgment And Held That There Was A Fact Question On Whether A Trust Was Void Due To Forgery Or Fraud

Winstead PC on

In In re Est. of Prieto, the contestant’s mother executed a will in 2008 leaving her property to a trust. No. 04-22-00038-CV, 2024 Tex. App. LEXIS 6336 (Tex. App.—San Antonio August 28, 2024, no pet.)....more

ArentFox Schiff

How Boilerplate Agreement Advancement Clauses Can Transform Ownership Disputes

ArentFox Schiff on

Indemnification and advancement clauses are often seen as mere boilerplate language in a company’s governing documents, routinely copied from one form agreement to another. However, advancement clauses may be important...more

Morris James LLP

Delaware Supreme Court Applies Business Judgment Rule, Dismisses Stockholder Claims Arising from TripAdvisor’s Nevada...

Morris James LLP on

On an interlocutory appeal from a decision denying a motion to dismiss, the Delaware Supreme Court reversed, holding that stockholder challenges to TripAdvisor’s decision to reincorporate in Nevada were governed by the...more

Blake, Cassels & Graydon LLP

The Future of Canadian Pension Governance: Updated Legal Insights

The Canadian regulatory landscape presents a dynamic mix of regulatory, policy and governance updates that demand careful attention from Canadian pension plan sponsors and administrators. Federal and provincial initiatives,...more

Ary Rosenbaum - The Rosenbaum Law Firm P.C.

UBS Faces Forfeiture Lawsuit

UBS has found itself the latest target in the growing wave of ERISA litigation surrounding the handling of forfeitures in 401(k) plans. In Czakoczi v. UBS AG et al., filed in the District of New Jersey, the allegations mirror...more

Blake, Cassels & Graydon LLP

Key Considerations Relating to “Superior Proposals” in Canada

The Canadian public mergers & acquisitions (M&A) market saw a relative rarity in the first quarter of 2025 — an alleged “superior proposal” made by an alternative bidder during the interim period of an already announced...more

Morgan Lewis - ML Benefits

US Administration Announces Intent to Replace Biden-Era ESG Rule

The US Department of Labor’s (DOL’s) position on the appropriateness of environmental, social, and governance (ESG) investing strategies in ERISA-regulated retirement plans has ping-ponged for decades (as we’ve covered...more

Charles E. Rounds, Jr. - Suffolk University...

An action brought by a trust beneficiary to remedy a breach of fiduciary duty ought not to trigger the trust’s in-terrorem clause,...

A court should not enforce a trust in terrorem clause if its enforcement under the particular facts and circumstances would frustrate settlor intent. Assuming that the settlor intended to impress a trust upon the property,...more

Vinson & Elkins LLP

Delaware Supreme Court Sets High Bar for Counterparty Aiding and Abetting Liability in M&A Deals

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The Delaware Supreme Court’s June 17, 2025 decision in In re Columbia Pipeline Group Merger Litigation reversed a $199 million damages award against TC Energy for aiding and abetting breaches by fiduciaries of Columbia...more

Conyers

BVI Court of Appeal Upholds Directors' Right to Inspect Company Documents, Including Litigation Funding Details

Conyers on

In a recent decision, the Eastern Caribbean Supreme Courts’ Court of Appeal reaffirmed the statutory rights of directors under the BVI Business Companies Act, 2004 (the “BCA”) to inspect company documents, including...more

Hall Benefits Law

SCOTUS Revives Cornell 403b Lawsuit: What Fiduciaries Must Know

Hall Benefits Law on

Fiduciaries must treat plan management as an active compliance obligation to avoid legal exposure, says a Hall Benefits Law practitioner. On April 17, 2025, the US Supreme Court issued a unanimous per curiam opinion in...more

Goodwin

DOL Abandons ESG Rule in Investment Duties Regulation; Rescinds Cryptocurrency Guidance

Goodwin on

On May 28, 2025, the U.S. Department of Labor (DOL) took two major steps that signal a shift in its approach to fiduciary oversight under the Employee Retirement Income Security Act of 1974, as amended (ERISA)....more

Ary Rosenbaum - The Rosenbaum Law Firm P.C.

Here we go again

Here’s the short version: the Department of Labor’s decision to reopen the Biden-era ESG rule is overdue—and welcome....more

Cole Schotz

Plaintiffs Raise Constitutional Challenges to March 2025 Milestone Amendments to the DGCL; Delaware Governor Matt Meyer Files...

Cole Schotz on

As noted in our prior blog post, on March 25, 2025, significant amendments to the General Corporation Law of the State of Delaware (the DGCL), were adopted by the Delaware General Assembly and signed into law by Governor Matt...more

Katten Muchin Rosenman LLP

Texas Governor Signs HB 40, Expanding Jurisdiction of the Texas Business Court - Delaware Court System Faces Increased Industry...

On the final day of the 89th Legislative Session, the Texas Legislature passed House Bill 40 (HB 40) to expand the jurisdictional and operational framework of the Texas Business Court. The Bill has since been signed by...more

Polsinelli

Sixth Circuit Holds TPAs Do Not Get a Free Pass from ERISA’s Fiduciary Duties

Polsinelli on

In a decision about ERISA’s fiduciary duties and transparency, the Sixth Circuit in Tiara Yachts, Inc. v. Blue Cross Blue Shield of Michigan held that Blue Cross Blue Shield of Michigan (BCBSM), a third-party administrator...more

Farrell Fritz, P.C.

The Consequences of Deception: Defendant Hit With $4.5 Million Judgment After 12-Year “Wild Goose Chase Based on a Lie”

Farrell Fritz, P.C. on

“Down the ridiculous rabbit hole,” “magical math,” “smoke and mirrors,” “sixteen-year charade.” That’s how the plaintiff’s post-trial brief in Becker v Perla described the defendant’s reverse-field disavowal of his sworn...more

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