Michael Dell

Kramer Levin Naftalis & Frankel LLP

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Delaware Court of Chancery Determines That the Duty of Oversight Applies to Corporate Officers

For almost 30 years, the Delaware courts have held that corporate directors are charged with a fiduciary duty of “oversight.” Directors must make sure that their corporations both (1) implement reasonable information and...more

2/6/2023 / Board of Directors , Corporate Governance , Corporate Officers , DE Supreme Court , Delaware General Corporation Law , Directors , Oversight Duties , Shareholder Litigation

New York Court Joins Other State Courts in Dismissing Securities Act Claims in Favor of Federal Forum Provision

As we have discussed in prior client alerts, in the wake of the Delaware Supreme Court’s decision in Salzberg v. Sciabacucci (Salzberg), 227 A.3d 102 (Del. 2020), several California state courts have dismissed claims against...more

9/28/2021 / Board of Directors , Bylaws , Certificates of Incorporation , DE Supreme Court , Forum Selection , Internal Affairs Doctrine , Securities Act of 1933

Delaware Court of Chancery Allows Caremark Claim To Proceed Against Boeing Directors

In a significant decision, the Delaware Court of Chancery recently denied a motion to dismiss, thus allowing discovery to proceed, on a Caremark claim against the directors of The Boeing Company (Boeing), arising out of the...more

9/21/2021 / Board of Directors , Boeing , Breach of Duty , Caremark claim , Corporate Governance , Derivative Suit , Fiduciary Duty

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