News & Analysis as of

Shareholder Litigation Gross Negligence

Proskauer - Employee Benefits & Executive...

Terminating a CEO for Cause

Terminating a CEO “for cause” requires that the board of directors (“Board”) of the employer focus on two questions – What is the applicable standard for cause? Do the facts and circumstances satisfy this applicable standard?...more

Stinson - Corporate & Securities Law Blog

Chancery Finds General Counsel Potentially Liable for Misleading Tender Offer Documents

Morrison v. Berry considers Plaintiff’s claims for damages following the purchase of a grocery-store chain, The Fresh Market, Inc. (“Fresh Market” or the “Company”) by Apollo investment entities. The Plaintiff was a former...more

A&O Shearman

Delaware Court Of Chancery Finds A Circumstantial Connection To Negative Corporate Developments Insufficient To Trigger Inspection...

A&O Shearman on

On February 12, 2019, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery denied a books and records demand of a mattress company’s (the “Company”) stockholder in connection with the termination of the...more

A&O Shearman

Delaware Court Of Chancery Finds Demand Futility Where Plaintiff Adequately Alleged That Board's Approval Of Challenged...

A&O Shearman on

On August 1, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery denied a motion to dismiss a stockholder complaint asserting claims for breach of fiduciary duty against directors and executives...more

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