Edward Micheletti on Fiduciary Duty

Insights: The Delaware Edition - November 2019

This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including recent trends in Delaware corporate disclosure law, the Delaware Supreme Court’s important ruling in Marchand v....more

Inside the Courts – An Update From Skadden Securities Litigators - September 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May and August 2019....more

Inside the Courts – An Update From Skadden Securities Litigators - June 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and April 2019. ...more

6/12/2019 / Acquisitions , Appraisal Rights , Breach of Duty , Fiduciary Duty , Investment Advisers Act of 1940 , Material Misrepresentation , Materiality , Mergers , Omissions , Omnicare , Pleading Standards , Popular , Sarbanes-Oxley , Scienter , Securities , Securities Exchange Act , Securities Litigation , Suspicious Activity Reports (SARs)

Inside the Courts – An Update From Skadden Securities Litigators - March 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between December 2018 and February 2019....more

Social Responsibility and Enlightened Shareholder Primacy: Views From the Courtroom and Boardroom

There is an ongoing debate about the role that publicly traded for-profit business corporations should play in addressing a broad range of problems confronting our world today. Many issues fall under the ESG label — meaning...more

2/4/2019 / Best Management Practices , Board of Directors , Business Judgment Rule , Corporate Governance , Corporate Social Responsibility , Environmental Policies , Fiduciary Duty , Publicly-Traded Companies , Shareholders

Inside the Courts – An Update From Skadden Securities Litigators - December 2018

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between September 2018 and October 2018. ...more

12/7/2018 / Acquisitions , Administrative Law Judge (ALJ) , Aiding and Abetting , Appointments Clause , Breach of Duty , Claim Preclusion , Class Action , Constitutional Challenges , Controlling Stockholders , Damages , Dismissals , Enforcement Actions , Extraterritoriality Rules , Fiduciary Duty , Financial Institutions , General Partnerships , Initial Coin Offering (ICOs) , Investment Funds , Jurisdiction , Lucia v SEC , Material Adverse Effects , Material Misrepresentation , Merger Agreements , Mergers , MFW , Misrepresentation , Pleading Standards , Popular , Proxy Solicitations , PSLRA , Rule 10(b) , Scienter , Section 11 , Securities , Securities Act , Securities and Exchange Commission (SEC) , Securities Exchange Act , Securities Fraud , Securities Litigation , Shareholder Litigation , SLUSA , Squeeze-Out Mergers

Delaware Litigation Developments Impacting Financial Advisors

Over the last few years, significant developments in Delaware law and practice have changed the traditional M&A litigation landscape. These developments resulted in a dramatic reduction in pre-closing applications for...more

Inside the Courts – An Update From Skadden Securities Litigators - September 2018

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May 2018 and August 2018.... US Supreme Court - Supreme Court Holds That SEC Administrative Law Judges...more

Inside the Courts – An Update From Skadden Securities Litigators - June 2018

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February 2018 and May 2018. ...more

Inside the Courts – An Update From Skadden Securities Litigators - March 2018/ Volume 10 / Issue 1

This quarter's issue includes summaries and associated court opinions of selected cases principally decided between November 2017 and January 2018. The cases address developing trends in appraisal, class certification, core...more

3/27/2018 / Acquisitions , Appraisal , Books & Records , Breach of Duty , Business Judgment Rule , Buyouts , CEOs , Claim Preclusion , Class Action , Class Certification , Controlling Stockholders , Core Operations Doctrine , Corwin Doctrine , DE Supreme Court , Delaware General Corporation Law , Dell , Demand Futility , Derivative Suit , Director Compensation , Entire Fairness Standard , Federal Trade Commission (FTC) , Fiduciary Duty , Fraud-on-the-Market , FRCP 9(b) , High-Speed Trading , Loss Causation , Material Misrepresentation , Mergers , Motion to Amend , Petrobras , Pharmaceutical Industry , Pleading Standards , Preponderance of the Evidence , Presumption of Reliance , Proximate Cause , PSLRA , Ratification , Rebuttable Presumptions , Rule 10(b) , Rule 10b-5 , Scienter , Section 220 Request , Securities Exchange Act , Securities Fraud , Securities Litigation , SRO , Stock Drop Litigation

Key Developments in Delaware Corporation Law in 2017

Developments in appraisal law, the application of Corwin v. KKR Financial Holdings LLC in post-closing damages actions and the potential expansion of Kahn v. M&F Worldwide Corporation (MFW) — a case examining the standard of...more

1/26/2018 / Appraisal Rights , Arms Length Transactions , Books & Records , Breach of Duty , Controlling Stockholders , Corporate Counsel , Corwin Doctrine , DE Supreme Court , Deal Price , Fair Market Value , Fiduciary Duty , Merger Agreements , Mergers , Post-Closing Money Damages , Remand , Reversal , Revlon Standard , Standard of Review , Trulia

Continuing Trends in M&A Disclosure Litigation

Over the past two years, the deal litigation landscape has changed dramatically. In early 2016, the Delaware Court of Chancery announced a new rule for evaluating disclosure-based settlements in deal litigation — the “plainly...more

11/27/2017 / Acquisitions , Choice-of-Law , Corporate Counsel , Disclosure-Based Settlements , Fiduciary Duty , Forum Selection , Mergers , Mootness , Non-GAAP Financial Measures , Plainly Material Standard , Securities and Exchange Commission (SEC) , Shareholder Litigation , Standard of Review , Trulia

Activists at the Gate: Court of Chancery Weighs In on Claims Involving Activist Stockholders

Several recent decisions applying Delaware law offer helpful insight about the impact that activist investor involvement has on board decision-making leading to a transaction and how those decisions will be reviewed by the...more

11/22/2017 / Board of Directors , Corporate Governance , Corwin Doctrine , Delaware General Corporation Law , Duty of Care , Duty of Loyalty , Duty to Disclose , Fiduciary Duty , Jurisdiction , Mergers , Morrison v National Australia Bank , Pleading Standards , Proxy Contests , Shareholder Activism , Shareholder Litigation , Shareholders , Standard of Review , Totality of Circumstances Test , TRO

Inside the Courts – An Update From Skadden Securities Litigators - September 2017/ Volume 9 / Issue 3

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May 2017 and August 2017....more

9/28/2017 / Acquisitions , Appraisal , CalPERS , CalPERS v ANZ Securities , Equitable Tolling , Fiduciary Duty , Insider Trading , Investment Company Act of 1940 , Materiality , Mergers , PLSRA , Scienter , SCOTUS , Securities Exchange Act , Securities Fraud , Standing , Statute of Limitations

"Q&A With Delaware Litigation Partner Ed Micheletti"

What is the most significant recent development in Delaware, from a litigation standpoint? The most significant recent development impacting deal litigation in Delaware is the continuing evolution of the Corwin doctrine,...more

5/8/2017 / Appraisal Rights , Board of Directors , Books & Records , Breach of Duty , Business Judgment Rule , Corwin Doctrine , DE Supreme Court , Delaware General Corporation Law , Exclusive Forum , Fiduciary Duty , Independent Director , Irrebuttable Presumptions , Mergers , Multidistrict Litigation , Section 220 Request , Shareholder Litigation , Shareholders , Standard of Review , Trulia

"Delaware Supreme Court Rules on Director Independence"

The Delaware Supreme Court recently issued an important decision on the subject of director independence. In Sandys v. Pincus, No. 157, 2016 (Del. Dec. 5, 2016), the Delaware Supreme Court held that certain directors of...more

12/20/2016 / Board of Directors , Breach of Duty , Controlling Stockholders , DE Supreme Court , Demand Futility , Derivative Suit , Fiduciary Duty , FRCP 23 , Impartiality , Independent Director , Lock-Up Agreement , Nasdaq , Pleadings , Reversal , Shareholder Litigation , Stock Sale Agreements

Insights: The Delaware Edition - May 2016

This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including the Court of Chancery’s clarification of its evolving views about disclosure-based deal litigation settlements;...more

5/21/2016 / Acquisitions , Aiding and Abetting , Board of Directors , Books & Records , Buyouts , Controlling Stockholders , DE Supreme Court , Demand Futility , Derivative Suit , Disclosure-Based Settlements , Fiduciary Duty , Financial Adviser , Mergers , Plainly Material Standard , Pleadings , Securities Litigation , Shareholder Demands , Shareholder Litigation , Standard of Review

"Court of Chancery Continues to Clarify Views of Disclosure-Based Deal Litigation Settlements"

As previously discussed in Insights: The Delaware Edition, throughout the second half of 2015, the Delaware Court of Chancery began to question its long-standing practice of approving deal litigation settlements involving...more

5/21/2016 / Acquisitions , Disclosure-Based Settlements , Fiduciary Duty , Forum Selection , Mergers , Mootness , Plainly Material Standard , Shareholder Litigation , Stock Deals , Supplemental Disclosures , Trulia , Zillow

"Delaware Supreme Court Provides Guidance on Aiding-and-Abetting Liability for Financial Advisors"

On November 30, 2015, the Delaware Supreme Court issued a much-anticipated opinion in RBC Capital Markets, LLC v. Jervis, No. 140, 2015, 129 A.3d 816 (Del. 2015). The Supreme Court unanimously affirmed the Court of Chancery’s...more

5/19/2016 / Aiding and Abetting , Appeals , Board of Directors , Breach of Duty , Burden of Proof , Controlling Stockholders , DE Supreme Court , Duty of Care , Fiduciary Duty , Financial Adviser , Mergers , Misleading Statements , Pleading Standards , Proxy Statements

"Delaware Supreme Court Clarifies Earlier Rulings, Chancery Court Stakes Out New Positions"

Delaware courts tackled a number of issues of importance in 2015. The Delaware Supreme Court clarified prior inconsistent case law by reiterating that deference must be given to decisions made by disinterested directors. It...more

1/21/2016 / Agency Deference , Aiding and Abetting , Board of Directors , Business Judgment Rule , DE Supreme Court , Disclosure-Based Settlements , Entire Fairness Standard , Fiduciary Duty , Financial Adviser , Honest Belief Defense , Personal Liability , Securities Litigation , Stock-for-Stock Merger

Inside the Courts: An Update From Skadden Securities Litigators - November 2015 / Volume 7 / Issue 4

We are pleased to present Inside the Courts (Volume 7, Issue 4), Skadden’s securities litigation newsletter. This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between...more

11/19/2015 / Auction , Breach of Duty , Class Action , Employee Retirement Income Security Act (ERISA) , Fiduciary Duty , Fraud-on-the-Market , Market Manipulation , Misrepresentation , Pleading Standards , Scienter , Securities Fraud , Securities Litigation , Standing , Statute of Limitations , Statute of Repose , Venue , Whistleblower Protection Policies

Insights: The Delaware Edition - October 2015

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

10/23/2015 / Aiding and Abetting , Appeals , Appraisal Rights , Board of Directors , Breach of Duty , Business Judgment Rule , Bylaws , C-Suite Executives , Controlling Stockholders , COOs , Corporate Governance , Corporate Officers , Damages , DE Supreme Court , Delaware General Corporation Law , Directors , Disclosure-Based Settlements , Dole Food , Due Care , Duty of Loyalty , Entire Fairness Standard , Fee-Shifting , Fiduciary Duty , Forum Selection , Fraud , Joint and Several Liability , Judicial Appointments , Mergers , Multidistrict Litigation , Principal Place of Business , Release Agreements , Remedies , Securities Litigation , Settlement , Shareholder Litigation , Special Committees , Standard of Review , State of Incorporation , Take-Private Transactions , Unfair Dealing

"Delaware Courts Question Long-Standing Practice of Approving Disclosure-Based Deal Litigation Settlements"

In a series of rulings issued over the last few months, the Delaware Court of Chancery has shaken up decades of well-settled authority in the area of deal litigation settlements. The Court of Chancery historically has...more

10/22/2015 / Disclosure , Disclosure-Based Settlements , Fiduciary Duty , Release Agreements , Settlement

Inside the Courts - An Update From Skadden Securities Litigators - May 2015 / Volume 7 / Issue 2

In This Issue: - U.S. Supreme Court: ..Omnicare, Inc. v. Laborers Dist. Council Constr. Indus. Pension Fund, 135 S. Ct. 1318 (4th Cir. Mar. 16, 2015) - Auditor Liability: ..In re Advanced Battery Techs.,...more

6/2/2015 / Auditors , Books & Records , CAFA , Class Action , Class Certification , Derivative Suit , Fiduciary Duty , Justifiable Reliance , Misrepresentation , Omissions , Pleading Standards , Scienter , SCOTUS , Securities Fraud , Settlement , Statute of Limitations , Statute of Repose , Whistleblowers

Inside The Courts - March 2015 | Volume 7 | Issue 1

In This Issue: - U.S. SUPREME COURT: ..Gelboim v. Bank of Am. Corp., No. 13-1174 (U.S. Jan. 21, 2015) - DEMAND FUTILITY: ..Arduini v. Hart, No. 12-15750 (9th Cir. Dec. 17, 2014) - EXCHANGE...more

3/5/2015 / Demand Futility , Fiduciary Duty , Gelboim v Bank of America , Insider Trading , Rule 10b-5 , SCOTUS , Standing , Tender Offers , Whistleblower Protection Policies , Whistleblowers

Edward Micheletti

Skadden, Arps, Slate, Meagher & Flom LLP

Readers' Choice Awards

Popular Topics by This Author

Latest Posts › Fiduciary Duty