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Fiduciary Duty › Independent Boards

Thomas Fox - Compliance Evangelist

Blue Bell: Failures of Role of the Board – Part 1: Governance

Thomas Fox - Compliance Evangelist on

Over the past couple of blog posts, we have considered the guilty pleas by Blue Bell Creameries to charges that they distributed adulterated ice cream products and paid a criminal fine and forfeiture amount totaling $17.25...more

Eversheds Sutherland (US) LLP

Delaware Supreme Court Addresses Novel Controlling-Stockholder Claim and Clarifies Effect of a Fully Informed, Uncoerced...

Eversheds Sutherland (US) LLP on

The Delaware Supreme Court recently issued an opinion, captioned Corwin v. KKR Financial Holdings LLC, that sheds further light on when a stockholder owning less than 50% of the voting power of a company may be deemed a...more

Dechert LLP

Delaware Supreme Court Confirms Exculpatory Clauses Have Teeth, and Can Be Used By Director Defendants At The Pleading Stage

Dechert LLP on

In a decision with important implications for directors of public companies, the Delaware Supreme Court overturned two Chancery Court opinions and ruled that independent directors facing breach of duty of care claims arising...more

Proskauer - Corporate Defense and Disputes

Delaware Independent Director Liability in Control Buyout Cases

Proskauer - Corporate Defense and Disputes on

The Delaware Supreme Court will address the standard for pleading that an independent director has breached fiduciary duties in connection with a controlling shareholder buyout. The issue was certified for interlocutory...more

Blank Rome LLP

Appointment Of Independent Directors On The Eve Of Bankruptcy: Why The Growing Trend?

Blank Rome LLP on

In recent years, companies in financial distress have found “independent” directors to be useful to achieve protections for their board members. An independent director is a director – usually with no prior affiliation to the...more

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