Shareholders, Liability, Fiduciary Duty

Significant Amendments Proposed to the DGCL to Stem Business Defections to Other States

Lathrop GPM on 2/21/2025

Proposed amendments to the Delaware General Corporation Law (DGCL) introduce safe harbors for liability from transactions involving directors, officers and controlling stockholders and define and limit a stockholder’s right...more

Questioning Delaware's Control Over Controlling Stockholders

Allen Matkins on 1/8/2025

Delaware cases dealing with transactions involving controlling stockholders are often concerned with the standard of review to be applied. See, e.g., Tornetta v. Musk, 250 A.3d 793 (2019). Some cases engender a different...more

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

Akerman LLP on 2/21/2023

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

Court Ruling Offers New Consideration For Corporate Officers, Directors And LLC Managers

Kerr Russell on 5/11/2022

Managers of LLCs have similar duties to members of LLCs. A breach of these fiduciary duties can lead to a lawsuit and personal liability for directors, officers and LLC managers. ...more

Converting a Corporation into an LLC Can Lead to Unintended Consequences: Don’t Convert to an LLC Without Careful Advance Planning

Bradley Arant Boult Cummings LLP on 4/27/2022

Corporations and LLCs both provide their shareholders and members with limited liability to operate a for-profit business, and while these two forms of business entities are similar in many ways, they also have some important...more

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

Cadwalader, Wickersham & Taft LLP on 3/3/2021

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

Corporate Communicator - Fall 2017

Snell & Wilmer on 10/20/2017

Recent changes to Nevada corporate law reaffirm Nevada’s commitment to providing directors and officers with maximum deference in the exercise of their fiduciary duties on behalf of Nevada corporations. Specifically, Nevada...more

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