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Goodwin

Court Denies Dapper Labs’ Motion to Dismiss, Finding That NFTs May Be Securities

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On February 22, 2023, U.S. District Judge Victor Marrero of the Southern District of New York denied a motion to dismiss a putative class action brought by purchasers of a non-fungible token (NFT) against Dapper Labs, Inc....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

Fox Rothschild LLP

Court of Chancery Dismisses Claims Against McDonald’s Corp. Directors

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The Court of Chancery recently dismissed claims for breach of fiduciary duty, breach of the duty of oversight, and waste against the board of directors of McDonald’s Corporation. In In re McDonald’s Corp. Stockholder...more

Goodwin

McDonald’s Part Two: Delaware Court of Chancery Dismisses Caremark Claims Against Directors Arising From Sexual Harassment Issues

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On March 1, 2023, in In re McDonald’s Corporation Stockholder Derivative Litigation, Vice Chancellor Travis Laster of Delaware’s Court of Chancery granted a motion to dismiss derivative claims against McDonald’s directors...more

Latham & Watkins LLP

Delaware Court Confirms Corporate Officers’ Duty of Oversight - Lessons for UK Companies

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The US decision reminds UK companies and their officers to identify and report red flags about misconduct in the workplace. Certain shareholders of McDonald’s Corporation (the Company) sued David Fairhurst, the Company’s...more

Polsinelli

Delaware Court of Chancery Establishes Duty of Oversight Extends to Officers

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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

Fox Rothschild LLP

Corporate Director Duty to at Least “Try” to Carry Out Oversight Functions May Soon Extend to Company Officers

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Just last year, in assessing the extent to which a director has a duty to oversee a corporation’s business affairs, the Business Court noted the “limited guidance” afforded by state statutes and case law. In Lee v. McDowell,...more

Akerman LLP

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

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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

The Volkov Law Group

Delaware Court Extends Caremark Duty of Oversight to Senior Officers

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In a far-reaching decision with significant implications, the Delaware Chancery Court recently issued a decision confirming that Caremark duty of oversight obligations extends to senior officers.  This will have an immediate...more

Sherman & Howard L.L.C.

Officers Held Liable for Breach of Fiduciary Duty Claim Brought Against Them by Stockholders

Earlier this year, we wrote about Delaware’s recent statutory changes extending certain protections to corporate officers that were previously only afforded to directors. As we mentioned in that advisory, an exception to the...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

Latham & Watkins LLP

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

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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

Goodwin

Delaware Court of Chancery Clarifies That Fiduciary ‘Duty of Oversight’ Applies to Officers and Extends Fiduciary Duty Claims to...

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In what seems destined to be a landmark Delaware Court of Chancery decision, Vice Chancellor J. Travis Laster denied former McDonald’s Executive Vice President and Global Chief People Officer David Fairhurst’s motion to...more

Goodwin

Delaware Court of Chancery Finds for the First Time That Officers’ Fiduciary Duties Include Caremark Duty of Oversight, and That...

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On January 25, 2023, in In re McDonald’s Corporation Stockholder Derivative Litigation, Vice Chancellor Travis Laster of Delaware’s Court of Chancery denied a motion to dismiss a derivative lawsuit against David Fairhurst,...more

Goodwin

Northern District of California Kicks Shareholder Derivative Suit Against Alphabet, Inc. for Failing to Allege Demand Futility

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Northern District of California Kicks Shareholder Derivative Suit Against Alphabet, Inc. For Failing to Allege Demand Futility; Rare Securities “Holder’s Claim” Trial Results in Jury Verdict for Defendants; Delaware Court of...more

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