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Fiduciary Duty Sexual Harassment

Littler

#MeToo: New York State Court Allows Actor’s Claims Against Entertainment Companies to Proceed Based on Alleged Conduct in 1995 by...

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A New York state judge has denied motions to dismiss actor Julia Ormond's claims against a film company, its parent company, and a talent agency based on conduct by film producer Harvey Weinstein, who Ormond alleges assaulted...more

Seward & Kissel LLP

Employment Litigation Roundup: August 2024

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In a win for employers, the Connecticut Supreme Court defines “supervisor” narrowly for purposes of vicarious employer liability under Connecticut Fair Employment Practices Act - Under Connecticut’s civil rights law, an...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

BCLP

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

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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

Snell & Wilmer

Delaware Confirms Officers, Not Just Directors, Owe Corporate Oversight Duties

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The Delaware Court of Chancery recently issued a decision clarifying that officers, not just directors, owe oversights duties to the corporation. Vice Chancellor Laster found that Caremark-type obligations extended to a...more

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

Cooley LLP

Workplace sexual harassment has a cost—to shareholders

Cooley LLP on

Workplace sexual harassment and related misconduct—a toxic boys’-club atmosphere—led to three recent cases against McDonald’s, its management and board. And studies have shown that workplace sexual harassment can have...more

A&O Shearman

Delaware Court Of Chancery Dismisses Caremark Claims Against Directors For Failure To Allege Bad Faith After Permitting Related...

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On March 1, 2023, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery dismissed derivative claims brought by stockholders for breach of the fiduciary duty of oversight under Caremark against the directors of...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

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

Fisher Phillips

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

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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

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

Cooley LLP

Workplace misconduct again! SEC charges failure of disclosure controls

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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

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Concludes That Duty of Oversight Applies to Officers

In an important decision addressing an issue of first impression, the Delaware Court of Chancery determined that corporate officers owe a fiduciary duty of oversight under Delaware law. The case, In re McDonald’s Corporation...more

Goodwin

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

Goodwin on

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

Farrell Fritz, P.C.

#MeToo and Business Divorce: The Flip Side

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Two years ago, Peter Mahler wrote about a dissolution lawsuit by a female minority shareholder alleging that her male co-shareholders condoned a pattern of sexually offensive and demeaning conduct by a senior co-worker, which...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

Ward and Smith, P.A.

Live-Action Role-Playing — The Challenges of Working With Family Members

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Leaders of closely held businesses got an opportunity to view a family-owned enterprise as an outsider would, instead of their usual position inside a company. Ward and Smith's 2019 Closely Held Business Summit featured a...more

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