In this issue, we discuss recent Delaware court developments regarding officer liability, who can recover “lost-premium” damages, and trends in books and records actions, among other topics....more
12/27/2023
/ Board of Directors ,
Books & Records ,
Corporate Governance ,
Corporate Misconduct ,
Corporate Officers ,
Delaware General Corporation Law ,
Fiduciary Duty ,
Misappropriation ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders ,
Trade Secrets
As discussed in prior articles, stockholder plaintiffs have increasingly sought to obtain companies’ books and records under 8 Del. C. § 220 (Section 220) and the Delaware Limited Liability Company Act’s analogous provision,...more
12/27/2023
/ Board of Directors ,
Books & Records ,
Breach of Duty ,
Corporate Governance ,
Countervailing Duties ,
DE Supreme Court ,
Delaware General Corporation Law ,
Fee-Shifting ,
Fiduciary Duty ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders
Sometimes when a board is considering a strategic transaction, it may find that a key figure who can influence the deal process — for example, a founder, controller or CEO-negotiator — has a potential conflict of interest....more
11/10/2023
/ Acquisitions ,
Board of Directors ,
Capital Markets ,
Conflicts of Interest ,
Corporate Governance ,
Information Sharing ,
Internal Investigations ,
IRS ,
Merger Controls ,
Mergers ,
Partnerships ,
Private Equity ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Wealth Tax
Boards routinely confront an array of difficult issues. In this issue of The Informed Board, we tackle four of the thorniest and most topical:
- How to preserve the integrity of a deal process where a key fiduciary (say,...more
11/9/2023
/ Acquisitions ,
Artificial Intelligence ,
Board of Directors ,
Corporate Governance ,
Cryptocurrency ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Fiduciary Duty ,
Information Sharing ,
Internal Investigations ,
Investment ,
Investors ,
IRS ,
Merger Controls ,
Mergers ,
Partnerships ,
Shareholders ,
Wealth Tax