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Personal Liability › Entire Fairness Standard

Holland & Knight LLP

Delaware Supreme Court: Permissive Business Judgment Rule Applies to Corporate Conversions

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everal 2024 decisions by the Delaware Court of Chancery led some prominent corporate leaders to express frustration over perceived increased liability standards for corporate officers and directors, even publicly advising new...more

Orrick, Herrington & Sutcliffe LLP

Financing a Distressed Private Company – De-Risking Inside Rounds

Orrick, Herrington & Sutcliffe LLP on

During economic downturns, private technology companies often seek emergency funding from existing VC and growth equity investors. These financings, sometimes called “inside rounds,” create conflicts of interest for boards...more

Foley & Lardner LLP

Directors See More Deference In Wis. Courts Than In Del.

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Wisconsin courts continue to distinguish Wisconsin law from that of other jurisdictions, most notably Delaware. In late 2018, the dismissal of shareholder lawsuits against National Research Corp., or NRC, and its directors in...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Delaware Supreme Court Clarifies Earlier Rulings, Chancery Court Stakes Out New Positions"

Skadden, Arps, Slate, Meagher & Flom LLP on

Delaware courts tackled a number of issues of importance in 2015. The Delaware Supreme Court clarified prior inconsistent case law by reiterating that deference must be given to decisions made by disinterested directors. It...more

Bracewell LLP

Delaware Court Holds Interested Directors Liable for "Fairer Price" In Going Private Transaction

Bracewell LLP on

In one of the largest ever M&A-related recoveries for shareholders, Vice Chancellor J. Travis Laster ordered Dole Food Company, Inc.’s Chairman and CEO, David Murdock, and Dole’s former President, COO and General Counsel, C....more

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