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Fiduciary Duty C-Suite Executives

Bennett Jones LLP

Special Committees: Frequently Asked Questions

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Special committees have evolved as a key corporate governance mechanism to assist boards of directors in discharging their fiduciary duties. Applicable securities laws mandate the use of special committees in connection with...more

A&O Shearman

Delaware Court Of Chancery Holds That Corwin Cleansing Does Not Apply To Claims For Injunctive Relief Related To Alleged Defensive...

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On May 1, 2023, Vice Chancellor Morgan T. Zurn of the Delaware Court of Chancery denied a motion to dismiss a putative stockholder class action asserting a breach of fiduciary duty claim against the directors of a...more

A&O Shearman

Delaware Court Of Chancery Declines To Dismiss Breach Of Fiduciary Duty Claims Against Nondirector Officer, Holding That Officers...

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On January 25, 2023, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery denied a motion to dismiss a derivative suit brought by stockholders asserting breach of fiduciary duty claims against a former officer...more

Latham & Watkins LLP

Delaware Chancery Court Extends Oversight Duties to Non-Director Corporate Officers

Latham & Watkins LLP on

Non-director officers may face liability for failing to properly oversee the corporation’s affairs and ignoring “red flags” within their “areas of responsibility.” Key Points: ..The McDonald’s Corporation’s response...more

Sheppard Mullin Richter & Hampton LLP

Mergers & Acquisitions Insights: Perspectives from the Boardroom and C-Suite

Kandace Watson, Corporate M&A Partner, Sheppard Mullin, and Michael-Bryant Hicks, a seasoned EVP, General Counsel & Corporate Secretary recently discussed mergers and acquisitions perspectives from the Boardroom and C-Suite....more

Wilson Sonsini Goodrich & Rosati

Delaware Supreme Court Eliminates Gentile Dual Natured Claims

On September 20, 2021, the Delaware Supreme Court overruled its 2006 decision in Gentile v. Rossette, eliminating so-called "dual natured" simultaneous direct and derivative claims for breach of fiduciary duty. The decision...more

Polsinelli

The Polsinelli Pulse: Mitigating Litigation Risk at the Deal Table and Beyond - Vol. 3

Polsinelli on

Mergers & Acquisitions And Paycheck Protection Program: Proceed With Caution - In Spring 2020, Congress adopted the CARES Act, which authorized $350 billion for the Paycheck Protection Program (“PPP”). With an additional...more

Gray Reed

Closing up Shop: Your Company and You

Gray Reed on

Seeing the bottom line awash with red ink yet again, Susie Sears reluctantly decided to shut down her family owned Widgets-R-Us. ...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - October 2015

We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments. In This Issue: - Q&A...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Dole Ruling Serves as Cautionary Tale for Take-Private Deals"

Earlier this year, in a consolidated breach of fiduciary duty and appraisal action, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a post-trial opinion that includes many important takeaways for...more

The Volkov Law Group

Corporate Board Responsibility for Compliance

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You can talk all you want about the importance of “tone-at-the-top.” People use that term all the time and everyone nods their heads in agreement. But what is the “top”? Is it the CEO? Is it senior executives? Is it the...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Insights Focus: Key Observations for Directors and Senior Executives"

Although Insights is intended to cover a wide range of issues, there are a number of topics we believe will be of particular interest to directors and senior corporate executives. Below is an introduction to these topics and...more

Troutman Pepper

Bitter C-Suite: Privacy, Security and Data Protection Issues Facing Corporations, Directors and Officers

Troutman Pepper on

With data breaches, cyberterrorism and governmental enforcement of the protection of privacy on the rise, corporations are facing an increased likelihood of claims, legal proceedings and costs. Without a proper understanding...more

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