News & Analysis as of

Indemnification Board of Directors Fiduciary Duty

King & Spalding

Delaware Chancery Court Rules that Creditor Aided and Abetted a Breach of the Fiduciary Duty of Loyalty

King & Spalding on

On November 15, 2024, the Delaware Chancery Court ruled that a creditor aided and abetted a breach of fiduciary duty. The lawsuit came after Versa Capital Management LLC bought debt owed by BridgeStreet Worldwide, Inc., with...more

Goodwin

What to Do When Faced With a Potential Claim Under Your D&O Insurance Policy

Goodwin on

Making a claim under your directors and officers (D&O) insurance policy should be straightforward, right? Not quite. We suggest you consider the following approaches to help you navigate the claim process and maximize the...more

Morris James LLP

Chancery Denies Indemnification to Director After Examining Settlement Agreement

Morris James LLP on

Huret v. Mondobrain, Inc., C.A. No. 2021-0208-SG (Del. Ch. Apr. 27, 2022) - Under Section 145(c) of the DGCL, a director that has been successful on the merits or otherwise in defending a covered proceeding is entitled to...more

Orrick, Herrington & Sutcliffe LLP

Time to Review D&O Liability Protections in Distressed Private Companies

The COVID-19 pandemic is testing the oversight and management skills of directors and officers (“D&Os”) of all businesses, especially lean private companies....more

Morris James LLP

Officer and Director Entitled to Mandatory Indemnification Regardless of Circuitous Path to Victory

Morris James LLP on

Brown v. Rite Aid Corporation, C.A. No. 2017-0480-MTZ (Del. Ch. May 24, 2019). Even when an indemnitee takes a circuitous path to victory, the indemnitee is entitled to indemnification under 8 Del. C. § 145(c) for...more

Morris James LLP

Court Of Chancery Resolves 2 Significant Indemnification Issues

Morris James LLP on

Creel v. Ecolab Inc., C.A. 12917-VCMR (October 31, 2018) - This decision resolves indemnification issues that regularly arise. First, when there are two possible indemnitors and one pays up, may the indemnitee still seek...more

Adler Pollock & Sheehan P.C.

Mergers & Acquisitions Glossary

This Glossary contains many of the important terms and definitions used in the M&A world. The Glossary is not exhaustive, however. Like most areas of the law, M&A is a highly complex subject that involves several legal and...more

Baker Donelson

Five Changes to the Tennessee Nonprofit Corporation Act That You Need to Know

Baker Donelson on

The following are five important changes to the Tennessee Nonprofit Corporation Act (the Act) which became effective January 1, 2015: 1. Affirmative Disclosure Requirement to Report Up the Chain of Command; 2....more

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