Derivative actions play an important role in policing corporate insider conduct and compliance by directors and controlling stockholders with their fiduciary duties. A derivative action enables a stockholder, upon...more
On August 6, 2021, the U.S. Securities and Exchange Commission approved Nasdaq’s proposed rule regarding diversity of boards of directors. The approved rule requires that most companies listed on Nasdaq (i) “[p]ublicly...more
On December 8, 2020, the Delaware Court of Chancery in Stream TV Networks, Inc. v. SeeCubic, Inc. upheld a unique structure established by secured lenders to protect their interests and in doing so the Court addressed a...more
The COVID-19 pandemic has caused unprecedented economic disruption at virtually every level of a business, from alarming declines in demand and revenue, operational and supply chain problems , employee issues, roadblocks to...more
Delaware law usually protects directors in making good faith business decisions. However, sometimes the failure of directors to oversee a company’s compliance with legal requirements will be so troublesome that this is not...more
Delaware law usually protects directors in making good faith business decisions. However, sometimes the failure of directors to oversee a company’s compliance with legal requirements will be so troublesome that this is not...more
On July 29, 2019, the Delaware Court of Chancery dismissed an action against the directors of J.C. Penney Company, Inc. alleging failure of oversight because of the plaintiff’s failure to make a demand on the board before...more
A recent Delaware Court of Chancery decision on a challenge to Goldman Sachs directors’ setting their own compensation is interesting because the court rejected the company’s attempt to make an end run around current law. The...more
On February 6, 2019, the SEC staff issued two new identical C&DIs that apply to Item 401 of Regulation S-K, Question 116.11, and Item 407 of Regulation S-K, Question 133.13. The new interpretation provides guidance on...more
Two year-end decisions by the Delaware Court of Chancery provide practical guidance for mergers and other transactions, one on the meaning of “commercially reasonable efforts” and other commonly used standards of efforts and...more
On September 8, 2017, New York City Comptroller Scott M. Stringer and the New York City Pension Funds announced the launch of the “Boardroom Accountability Project 2.0.” The goal of Project 2.0 is to make the boards of 151...more
Corporate directors are permitted to, and regularly do, set their own compensation. This has not been controversial because boards have typically taken seriously their responsibility to set compensation that is reasonable and...more
6/17/2015
/ Board of Directors ,
Business Judgment Rule ,
Compensation Standards ,
Conflicts of Interest ,
Director Compensation ,
Directors ,
Institutional Shareholder Services (ISS) ,
Proxy Advisors ,
Publicly-Traded Companies ,
Restricted Stocks ,
Self-Dealing ,
Shareholder Litigation ,
Shareholder Votes
When companies are in financial distress the question arises as to what rights shift to creditors from shareholders or other equity owners. The Delaware Chancery Court recently addressed this issue in some detail in Quadrant...more