News & Analysis as of

Liability Shareholder Litigation

Ward and Smith, P.A.

Basic but Important Considerations for Corporations—Both For-Profit and Non-Profit: Understanding Director and Officer Liability...

Ward and Smith, P.A. on

Depending on the scope of the policy, the policy may also provide coverage for members of corporate committees or defined classes of volunteers. Corporations do! Whether for-profit or non-profit, corporations act through...more

Hicks Johnson

SCOTX Ruling Confirms Individual Liability for Corporate Owners Who Commit Torts

Hicks Johnson on

In Texas, as most other states, it is long settled that corporate agents are personally liable for their own tortious or fraudulent conduct—even if the conduct was done in their capacity as a corporate agent. Section 21.223...more

Venable LLP

Fiduciary Liability Limitations Under Nevada Law Trigger Entire Fairness Review of Conversion from Delaware Due to Controlling...

Venable LLP on

The Delaware Court of Chancery, in Palkon v. Maffei, et al., C.A. No. 2023-0449-JTL (Del. Ch. Feb. 20, 2024), determined that a reduction in the liability exposure of a fiduciary due to the conversion of a Delaware...more

Robins Kaplan LLP

Considerations for D&O Insurance in Light of the Changing Diversity, Equity, and Inclusion (DEI) Legal Landscape

Robins Kaplan LLP on

After George Floyd’s death in May 2020, companies (including their directors and officers) are facing increasing liability exposure and scrutiny from both sides of the political aisle relating to diversity, equity, and...more

Skadden, Arps, Slate, Meagher & Flom LLP

Court Finds Mindbody CEO Liable Under Revlon and That Buyer Aided and Abetted Disclosure Violations

In March 2023, the Delaware Court of Chancery issued a rare decision holding an officer personally liable for damages for breach of fiduciary duty under a post-closing Revlon enhanced scrutiny analysis. Specifically, the...more

Akerman LLP

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

Akerman LLP on

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

Cadwalader, Wickersham & Taft LLP

Delaware Court of Chancery Allows Merger-Based Breach of Fiduciary Duty Claims to Proceed Against Target Company CEO, Financial...

On January 29, 2021, Vice Chancellor Laster of the Delaware Court of Chancery refused to dismiss a shareholder class action stemming from the 2019, $2.2 billion sale of Presidio, Inc., an IT solutions provider specializing in...more

Hogan Lovells

An intro to claims and damages in M&A litigation

Hogan Lovells on

We’ve asked lawyers from our offices in Spain, France, Germany, the Netherlands, and the U.S. to give us an overview of what to expect in M&A litigation....more

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