In 2014, the Delaware Supreme Court held in Kahn v. M&F Worldwide Corp. (“MFW”) that a court will apply the entire fairness standard of review to freeze-out merger transactions between a controlled corporation and its...more
On March 1, 2023, in In re McDonald’s Corporation Stockholder Derivative Litigation, Vice Chancellor Travis Laster of Delaware’s Court of Chancery granted a motion to dismiss derivative claims against McDonald’s directors...more
3/8/2023
/ Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Caremark claim ,
Congressional Investigations & Hearings ,
Corporate Counsel ,
Corporate Culture ,
Corporate Governance ,
Derivative Suit ,
Equal Employment Opportunity Commission (EEOC) ,
Fiduciary Duty ,
Fraudulent Inducement ,
Internal Investigations ,
McDonalds ,
Sexual Harassment ,
Shareholder Litigation
On January 25, 2023, in In re McDonald’s Corporation Stockholder Derivative Litigation, Vice Chancellor Travis Laster of Delaware’s Court of Chancery denied a motion to dismiss a derivative lawsuit against David Fairhurst,...more
1/31/2023
/ Board of Directors ,
Breach of Duty ,
Caremark claim ,
Corporate Culture ,
Corporate Governance ,
Derivative Suit ,
Duty of Loyalty ,
Fiduciary Duty ,
McDonalds ,
Sexual Harassment ,
Shareholder Litigation
On December 14, 2022, the Securities and Exchange Commission unanimously adopted final rules relating to Rule 10b5-1 plans. Properly structured, a Rule 10b5-1 plan provides an affirmative defense to Rule 10b-5 liability for...more
Institutional Shareholder Services (“ISS”) published its proxy voting guidelines updates for 2021 (“Policy Updates”) on November 12, 2020. The changes that are likely to be of most interest to companies include new and...more
11/18/2020
/ Advance Notice ,
Annual Meeting ,
Board of Directors ,
Bylaws ,
Corporate Governance ,
Diversity ,
Environmental Social & Governance (ESG) ,
Exclusive Forum ,
Independent Director ,
Institutional Shareholder Services (ISS) ,
Poison Pill ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
S&P ,
Shareholder Proposals ,
Virtual Meetings
A lot of attention has been paid to board diversity – or lack thereof – in recent months. California enacted AB-979, which expanded upon California’s earlier gender diversity law and requires boards to make strides in other...more
11/11/2020
/ Board of Directors ,
Breach of Duty ,
Corporate Governance ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Duty of Candor ,
Duty of Loyalty ,
False Statements ,
Fiduciary Duty ,
Good Faith ,
Misleading Statements ,
Misrepresentation ,
Proxy Statements ,
Public Statements ,
Publicly-Traded Companies ,
Securities Exchange Act of 1934 ,
Shareholders
While COVID-19 will affect the operations of different companies in different ways, the boards of directors of every company should think critically about their oversight role in the context of this unprecedented global...more