The "Compass Rose" Method for Corporate Witness Interviews
When is a board of directors permitted to withhold information from one of its members? Although the Canadian corporate statutes generally grant directors a blanket right to inspect board and committee minutes, there is...more
Special committees have evolved as a key corporate governance mechanism to assist boards of directors in discharging their fiduciary duties. Applicable securities laws mandate the use of special committees in connection with...more
The Ministerial Committee for Legislation has recently re-approved the draft amendment to the Israeli Companies Law. The aim of this amendment is to improve the corporate governance rules applicable to companies with no...more
On November 30, 2022, Vice Chancellor Glasscock of the Delaware Court of Chancery granted a motion to dismiss claims asserted against directors who served as members of the special committee (the “Special Committee”) of...more
Looking for compliance training and networking in your area? SCCE’s Regional Compliance & Ethics Conferences offer practitioners convenient, local compliance training, including updates on the latest news in regulatory...more
Special committees, by design, are created to address conflicts and to insulate the board of directors from liability for the very conflicts that may invite judicial scrutiny of the fairness of the board’s decision. A...more
This week, we examine one Ninth Circuit decision exploring the extent to which the deprivation of information and statutorily-conferred powers can satisfy Article III’s injury-in-fact requirement, and a second declining to...more
Can management of a Delaware corporation block members of the board of directors from gaining access to the company’s privileged information? The Delaware Court of Chancery recently addressed this question in the ongoing...more
Board Decision Making in a Down Cycle - The last several months have been unprecedented in terms of how quickly and drastically business environments have changed. With widespread uncertainty and financial distress...more
IN RE DELL TECHNOLOGIES INC. CLASS V STOCKHOLDERS LITIGATION There has been a growing deference in Delaware courts for transactions approved by independent special committees and minority stockholders. In the context of a...more
On February 27, the Delaware Court of Chancery issued important guidance to boards of directors seeking to utilize special committees of disinterested and independent directors to insulate themselves from fiduciary liability...more
Join Partners Anne Domozick and Forbes Thompson to gain insights on the lessons learned when negotiating deals in special situations, and the solutions you can invoke should you find yourself in the same boat. Anne and Forbes...more
Japan's Ministry of Economy, Trade and Industry completely revised the 2007 MBO guidelines on June 28, 2019. The new guidelines, now termed "Fair M&A Guidelines," include within their scope acquisitions by controlling...more
DIRECTORS AS VENDORS - A new controversy at a large health system highlights the legal and reputational challenges that can arise when directors sell services to the organizations they serve as fiduciaries. According to...more
On February 12, 2019, Vice Chancellor Kathaleen S. McCormick of the Delaware Court of Chancery granted a motion to dismiss a stockholder derivative suit against the former CEO and directors of United Continental Holdings,...more
Seyfarth Synopsis: On November 30, 2016, The Delaware Court of Chancery dismissed two derivative suits filed on behalf of the Bank of New York Mellon (“BNYM”). The companion memorandum and letter opinions reaffirm the heavy...more
Chelsea Therapeutics: Post-Closing Bad Faith Claim a ‘Rare Bird’ in Delaware Absent Allegations of Self-Interestedness or Lack of Independence - In In re Chelsea Therapeutics International LTD Stockholders Litigation,...more
In a recent Memorandum Opinion in Obeid v. Hogan, C.A. No. 11900-VCL, the Delaware Court of Chancery addressed the delegation of litigation authority by limited liability company ("LLC") managers. Christopher S. La Mack,...more
We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments. In This Issue: - Q&A...more
Earlier this year, in a consolidated breach of fiduciary duty and appraisal action, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a post-trial opinion that includes many important takeaways for...more