Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation
Bar Exam Toolbox Podcast Episode 167: Listen and Learn -- Direct and Derivative Actions (Corporations)
Bar Exam Toolbox Podcast Episode 124: Listen and Learn -- Duty of Loyalty (Corporations)
Law School Toolbox Podcast Episode 282: Listen and Learn -- Duty of Loyalty (Corporations)
Chavez v. Plan Benefit Services, Inc., 108 F.4th 297 (5th Cir. 2024), began when three employees of a single employer sued the service providers of their health and welfare benefit plan for allegedly charging excessive fees...more
On October 21, 2024, the Division of Examinations (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) issued its annual examination priorities for fiscal year 2025. As with its 2024 examination...more
Next, I explore the TD Bank AML/BSA enforcement action by looking at the expansion of the Caremark Doctrine. In the McDonald’s case, the Delaware Court of Chancery took the Caremark Doctrine further by applying the Duty of...more
Most high-growth companies find themselves in a race against the clock, trying to use whatever capital they may have to achieve milestones prior to hitting their cash-out date. When markets are tight, as they have been over...more
The U.S. District Court for the Western District of Arkansas issued its written decision in Shipp v. Central States Manufacturing, Inc. on July 5, 2024, declining to dismiss the case against Central States Manufacturing Inc....more
Section 415 of the Uniform Trust Code provides that even in the absence of ambiguity the court may reform the terms of a trust to conform the terms to the settlor’s intention if it is proved by clear and convincing evidence...more
In a recent judgment, France’s Court of Cassation approved the dismissal of a senior executive who had maintained a hidden romantic relationship for more than four years with another employee....more
This article was originally published on Kitces.com, on May 15, 2024, and is available at at DoL’s Retirement Security Rule & PTE 2020-02 Amendment: What Advisers Need to Know Now about Giving Rollover Advice After September...more
Imagine for a moment that you’re a shareholder in a closely held corporation. In most jurisdictions, that status as a shareholder obligates you to a heightened fiduciary duty to your fellow shareholders. Now imagine that your...more
Over the last ten years, we have seen a marked shift from the Delaware Chancery Court chipping away at corporate board member liability claims. In a number of seminal cases involving Boeing airplane crashes (In re the Boeing...more
Following previous failed attempts to expand the fiduciary liability of financial services providers, the DOL released a new rule that broadens the definition of “fiduciary” under ERISA. The new rule is expected to face...more
A longstanding and critical incident of a trustee’s fiduciary duty of loyalty is the duty to vigorously defend the trust’s very existence, as well as all its material provisions (hereinafter “existence defense”), unless it...more
In a recent opinion, In re Pack Liquidating, LLC (Pack Liquidating), the U.S. Bankruptcy Court for the District of Delaware held that under Official Committee of Unsecured Creditors of Cybergenics Corp. v. Chinery...more
Ensuring that an independent school’s board of trustees operates in a manner that is consistent with the fundamental principles of good governance is essential to the overall health of the school. After all, the board is the...more
On November 1, 2023, a jury in the U.S. District Court for the Central District of California awarded damages to Skye Orthobiologics, LLC (“Skye”) and Human Regenerative Technologies, LLC (“HRT”) for breach of contract,...more
Looking for compliance education and networking in your area? SCCE & HCCA’s Regional Compliance & Ethics Conferences bring compliance practitioners from all disciplines together for convenient, local compliance education....more
It is well understood that directors of Delaware corporations are subject to the fiduciary duties of care and loyalty. In general, the duty of care requires directors to base their decisions on all material information...more
While everyone is undoubtedly aware that an employee is not lawfully permitted to steal from his/her employer, the next logical question concerns what specifically are an employee’s legal obligations during their course of...more
As you surely know by now, non-compete and non-solicit agreements, and related provisions in settlement or other types of agreements, will be even more heavily scrutinized in California in 2024. So enough about what you...more
An often overlooked and critical function of operating a successful business is sound corporate governance. But what is corporate governance? Generally stated, corporate governance encompasses the rules, mechanisms and...more
In Breen v Foremost Industries Ltd, 2023 ABKB 552, the Court of King’s Bench of Alberta dismissed the claim of a President and CEO that he had been wrongfully dismissed from his employment, finding that his employment had...more
“Representing a client with diminished capacity is like walking on the edge of a razor – only more precarious and potentially more painful if the attorney missteps.” -Professor Thomas E. Simmons, South Dakota School of Law....more
Trusts are valuable tools frequently used to transfer wealth within families, preserve and protect wealth, and reduce taxes. Despite their common use, many people have only a limited understanding of what a trust is or how...more
A Florida Circuit Court judge sternly rebuked two former employees of a private South Florida provider of Autism treatment services who began competing illegally with a new employer – while still employed with their old...more