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Fiduciary Duty Board of Directors

Charles E. Rounds, Jr. - Suffolk University...

When the centerpiece of a trustee’s defense in a breach-of-fiduciary-duty action is an empty file cabinet and a general lack of...

An incident of the trustee’s duty to be generally prudent, to account (or report) to beneficiaries, and to refrain from breaches of the duty of undivided loyalty, such as engaging in unauthorized self-dealing, is the...more

DLA Piper

From Expert to Director: How to Navigate the Complexities and Scrutiny of Public Company Board Service

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Becoming a first-time director of a public company is a goal not easily achieved and can represent a significant personal and professional accomplishment, giving an individual a platform to share their expertise to help a...more

Morris James LLP

Court of Chancery Rejects ‘Caremark’ Liability for Imperfect Compliance With Legal Obligations

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Delaware corporations are not permitted to pursue profits by violating the law. Under Caremark and its progeny, directors’ fiduciary duties include the good faith obligation to oversee and monitor the corporation’s compliance...more

Allen Matkins

Just What Are The Duties Of A Controlling Shareholder And How Should Claims Of Breach Be Brought?

Allen Matkins on

In a recent post, Professor Stephen Bainbridge discusses the question of when a controlling shareholder owes fiduciary duties to minority shareholders.  Knowing when controlling shareholder owes fiduciary duties is one thing,...more

Davies Ward Phillips & Vineberg LLP

Governance Insights: Nominee Directors – Fiduciary Obligations and the Limits of Information Sharing

The corporate life of a nominee director has been characterized as having the potential to be “neither happy nor long.” In this Governance Insights article, we discuss the fundamental fiduciary considerations that nominee...more

Woodruff Sawyer

Large Derivative Suit Settlements and Your Side A D&O Insurance

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Traditionally, this has been the main type of derivative suit that has resulted in large settlements. Merger and acquisition cases are common here. Examples of these types of suits include Paramount Global (CBS-Viacom merger)...more

Hogan Lovells

In re Cognizant Technology: Third Circuit adopts de novo review for failure to plead demand futility

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In re Cognizant Technology Solutions Corporation Derivative Litigation, the United States Court of Appeals for the Third Circuit, sitting en banc, overruled its prior decision in Blasband v. Rales that applied an...more

Allen Matkins

Is Your Directors And Officers Liability Coverage Illusory?

Allen Matkins on

Many corporations pay significant amounts for directors and officers liability policies.  Commonly referred to as D&O policies, these policies usually involve three sides.  Directors and officers are likely to have the most...more

Morgan Lewis

Staying in the Fight: Getting Your Company Through the Down Round to the Next Round of Financing

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A “down round” is when a company raises capital based on a valuation that is lower (often materially so) than the company’s valuation in one or more prior financing rounds. Depending on the severity of the situation, a “down...more

Morris James LLP

Chancery Holds Plaintiff Fails to Meet Rule 23.1 Pleading Standard, Dismisses Action Arising From T-Mobile Data Hack

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Harper v. Sievert, C.A. No. 2022-0819-SG (Del. Ch. May 31, 2024). A stockholder plaintiff brought derivative claims alleging that current and former directors of T-Mobile US, Inc. were liable for aggregating customers’...more

Morris James LLP

Delaware Supreme Court Reverses MFW Dismissal Due to Inadequate Disclosures Regarding Special Committee’s Advisors’ Material...

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City of Sarasota Firefighters’ Pension Fund v. Inovalon Holdings Inc., No. 305, 2023 (Del. May 1, 2024). The Delaware Supreme Court’s decision in Khan v. M & F Worldwide Corp. (“MFW”) established a cleansing process for a...more

Jones Day

Directors Take Note: English Court Awards Substantial Judgment Under New "Trading Misfeasance" Law

Jones Day on

The £150 million judgment makes clear the full impact of the trading misfeasance offence for directors....more

ArentFox Schiff

How Can Our Board Work Better? A Brief, Practical Guide to Legal Considerations for Trade Association Board Governance

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Trade association boards, like the boards of other private companies, often consist of stakeholders who are personally and professionally invested in the organization. Board members typically also possess significant business...more

Morris James LLP

Chancery Addresses Acquirer’s Request For Joint Tortfeasor Settlement Credit

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In re Columbia Pipeline Grp. Inc. Merger Litig., Consol. C.A. No. 2018-0484-JTL (Del. Ch. May 15, 2024) - In this post-trial decision, the Court addressed an acquirer’s responsibility for damages suffered by a stockholder...more

Morris James LLP

Chancery Determines Certain Suits and Investigations Against Amazon Were Insufficient to Meet Credible Basis Standard to Inspect...

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Wong Leung Revocable Tr. v. Amazon.com Inc., C.A. No. 2023-1251-BWD (Del. Ch. May 1, 2024) - In order to inspect books and records under Section 220 of the Delaware General Corporation Law, a stockholder-plaintiff must...more

Morris James LLP

Chancery Grants Motion to Dismiss Breach of Fiduciary Duty Claims Against Officers in Controlling Stockholder Transaction Subject...

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Kormos v. Playtika Hldg. UK II Ltd., C.A. 2023-0396-SG (Del. Ch. May 3, 2024) - In this decision involving breach of fiduciary duty claims against two officers, the Court granted the individual defendants’ motions to...more

Cadwalader, Wickersham & Taft LLP

Delaware Chancery Court Finds a ~27% Founding Stockholder Is Not a Controller

On July 2, 2024, the Delaware Chancery Court in Sciannella v. AstraZeneca dismissed stockholder claims in connection with the $3 billion merger of Viela Bio and Horizon Therapeutics in 2021. The merger was approved by Viela’s...more

Bennett Jones LLP

Delaware Court Affirms High Threshold for Breach of Directors' Caremark Duties

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In a recent case, Bricklayers Pension Fund of Western Pennsylvania (derivatively on behalf of Centene Corporation) v Brinkley (Centene), Delaware's Court of Chancery dismissed “Caremark duty claims”—named after the 1996 case...more

Latham & Watkins LLP

Directors Duties and Misfeasance Trading Lessons From BHS

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Actions brought against the BHS directors by the group’s liquidators have resulted in the largest reported award for wrongful trading since the provision’s introduction, but the judgment highlights some unsettled areas of the...more

Allen Matkins

Court Holds Internal Affairs Doctrine Typically Covers Breach Of Fiduciary Claims Despite No Averment Of Fiduciary Duty

Allen Matkins on

California's Revised Uniform Limited Liability Company Act provides "The law of the state . . . under which a foreign limited liability company is formed governs all of the following: The organization of the limited liability...more

Winstead PC

Presentation: Fiduciaryize Your Case

Winstead PC on

David F. Johnson presented his speech on “Fiduciaryize Your Case” to the State Bar of Texas’s Advanced Civil Trial Course in Frisco, Texas, on July 11, 2024. This presentation covered what a fiduciary relationship means, the...more

Woodruff Sawyer

Corporate Barbarians at the Gates: The Attack on Delaware

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All empires eventually decline. For decades, Delaware has held the crown as the premier state of incorporation for domestic companies (and many foreign companies seeking a foothold in the United States capital markets). But...more

Foley Hoag LLP

Massachusetts Business Litigation Session Decides Issues of First Impression in Appraisal Rights Action

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The Court held that a modification of an existing stock restriction that has a material adverse effect on a shareholder’s ability to transfer their shares automatically triggers the shareholder’s appraisal rights and ability...more

Morris James LLP

Court of Chancery Dismisses Aiding And Abetting Fraud Claim Against Corporate Officers And Directors On Grounds That A Corporation...

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Urvan v. AMMO, Inc., Consol. C.A. No. 2023-0470 PRW (Del. Ch. Feb. 27, 2024, corrected Mar. 14, 2024) - It is an axiom of Delaware law that a corporation acts through its human agents. This principle informs the causes of...more

Hogan Lovells

Palkon v. Maffei: Court permits suit challenging conversion to Nevada corporation

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In Palkon v. Maffei, the Delaware Court of Chancery permitted stockholders to pursue claims that the board of directors of TripAdvisor breached their fiduciary duties in converting TripAdvisor from a Delaware corporation to a...more

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