News & Analysis as of

Burden of Proof Board of Directors

Society of Corporate Compliance and Ethics...

[Virtual Event] Fundamentals of Compliance Investigations - December 16th - 17th, 8:00 am - 5:00 pm CT

Handle investigations with confidence - Effective compliance programs rely on effective investigators to follow up on reports and identify potential gaps that need attention. If you are a new or future investigator or are...more

Society of Corporate Compliance and Ethics...

[Virtual Event] Fundamentals of Compliance Investigations - May 1st - 2nd, 10:00 am - 2:00 pm CT

Handle investigations with confidence - Effective compliance programs rely on effective investigators to follow up on reports and identify potential gaps that need attention. If you are a new or future investigator or are...more

Dechert LLP

Delaware Books and Records Demands in 2023: Protections and Pitfalls for Companies

Dechert LLP on

The past year saw significant developments in the Delaware courts for books and records inspection demands pursuant to Section 220. In a first-of-its-kind decision, the Court rejected an inspection demand as lacking a...more

Society of Corporate Compliance and Ethics...

[Virtual Event] Fundamentals of Compliance Investigations - November 28th - 29th, 10:00 am - 2:00 pm CT

Gain the tools you need to lead investigations with confidence! Get guidance from experienced practitioners on the core principles of conducting effective compliance investigations. You’ll receive comprehensive instructions...more

Society of Corporate Compliance and Ethics...

[Virtual Event] Fundamentals of Compliance Investigations - September 7th - 8th, 1:00 pm - 5:00 pm CET

Handle investigations with confidence - Learn the core principles of conducting effective compliance investigations including gathering evidence, documentation, conducting interviews, and reporting results....more

Society of Corporate Compliance and Ethics...

[Virtual Event] Fundamentals of Compliance Investigations - June 1st - 2nd, 8:55 am - 1:00 pm SGT

Handle investigations with confidence - We’ve renamed our highly effective workshop, Conducting Compliance Investigations, to better reflect the content. The agenda remains focused on guiding you through the core...more

Society of Corporate Compliance and Ethics...

[Virtual Event] Fundamentals of Compliance Investigations - April 13th - 14th, 10:00 am - 2:00 pm CT

Handle investigations with confidence - We’ve renamed our highly effective workshop, Conducting Compliance Investigations, to better reflect the content. The agenda remains focused on guiding you through the core...more

Society of Corporate Compliance and Ethics...

[Virtual Event] Conducting Compliance Investigations - October 6th - 7th, 8:55 am - 1:00 pm SGT

Want to become a better investigator? Learn the core principles of conducting effective compliance investigations so that you're prepared next time you are called upon. Receive detailed and valuable information from...more

Society of Corporate Compliance and Ethics...

[Virtual Event] Conducting Compliance Investigations - September 27th - 28th, 10:00 am - 2:05 pm CDT

Want to become a better investigator? Learn the core principles of conducting effective compliance investigations so that you're prepared next time you are called upon. Receive detailed and valuable information from...more

Goodwin

SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence

Goodwin on

SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence; Stockholders Strike $110 Million Settlement In Suit Alleging Breaches Of Fiduciary Duties By Former...more

Society of Corporate Compliance and Ethics...

[Virtual Event] Essentials of Compliance Investigations Conference - May 20th - 21st, 8:00 am - 12:05 pm CDT

Learn the core principles of conducting effective compliance investigations so that you're prepared next time you are called upon. Receive detailed and valuable information from experienced investigators: Meric Bloch and...more

Farrell Fritz, P.C.

Corporate Tax Hike On The Horizon: Using Reasonable Compensation To Withdraw Value

Farrell Fritz, P.C. on

Corporate Rate Increase? We begin this week with the Senate having passed the President’s $1.9 trillion coronavirus relief and economic stimulus plan (the “American Rescue Plan” following a marathon session during which...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Addresses Pleading ‘With Particularity’ Under Rule 23.1

Rule 23.1 of the Delaware Court of Chancery Rules requires a plaintiff asserting a shareholder derivative action to plead “with particularity the efforts, if any, made by the plaintiff to obtain the action the plaintiff...more

Skadden, Arps, Slate, Meagher & Flom LLP

COVID-19: Germany Update — Management Duties During the Crisis

The COVID-19 outbreak creates numerous challenges for managers and directors in companies. In the present situation, they must keep a focused view of the business, while leading the company prudently through the crisis and...more

Butler Snow LLP

Tennessee Adopts New Test for Corporate Opportunity Claims

Butler Snow LLP on

For decades, Tennessee courts have utilized conflicting tests for analyzing the corporate opportunity doctrine. Recently, however, the Tennessee Court of Appeals addressed this inconsistency by determining that the Delaware...more

Pillsbury - Policyholder Pulse blog

Delaware Court Adopts Pillsbury’s Theories on Novel D&O Insurance Issues (Part 2)

Previously, we reported an important ruling of first impression by the Delaware Superior Court that a shareholder appraisal action against Pillsbury’s client Solera Holdings Inc. was a “Securities Claim” under Solera’s...more

Skadden, Arps, Slate, Meagher & Flom LLP

Supreme Court Provides Further Guidance on Demands to Inspect Electronic Communications

Recently, Delaware corporations faced with demands for books and records under 8 Del. C. § 220 have increasingly been forced to contend with demands for electronic communications, such as emails. Historically, the Delaware...more

White and Williams LLP

Is a “Vice President” an Officer for Indemnity Purposes? Delaware and New Jersey Weigh In

White and Williams LLP on

What makes a corporate officer an “officer”? For corporations, the issue of who qualifies as an officer is significant because corporations may be required to advance legal expenses and indemnify their officers pursuant to...more

Allen Matkins

Directors Fail To Escape Liability For Approving Dividend

Allen Matkins on

I last wrote about FDIC v. Ching, 2014 U.S. Dist. LEXIS 92687 (E.D. Cal. July 8, 2014) in July of 2014. That post concerned Judge Kimberly J. Mueller's ruling that California's statutory restrictions on distributions to...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Court of Chancery Provides Guidance on 'Credible Basis' Standard for Obtaining Books"

The Delaware Supreme Court has held that strict adherence to the procedural requirements of Section 220 of the Delaware General Corporation Law “protects the right of the corporation to receive and consider a demand in proper...more

Skadden, Arps, Slate, Meagher & Flom LLP

"The Continuing Evolution of Corwin in Delaware Courts"

Recent Delaware Supreme Court and Court of Chancery cases have continued to refine the impact and requirements of Corwin v. KKR Financial Holdings LLC, in which the Delaware Supreme Court held that the business judgment rule...more

Seyfarth Shaw LLP

Delaware Court of Chancery Dismisses Derivative Suits Alleging Directors Wrongfully Refused Litigation Demands

Seyfarth Shaw LLP on

Seyfarth Synopsis: On November 30, 2016, The Delaware Court of Chancery dismissed two derivative suits filed on behalf of the Bank of New York Mellon (“BNYM”). The companion memorandum and letter opinions reaffirm the heavy...more

Goodwin

Court Rules in Favor of Investment Adviser after Trial in Section 36(b) Excessive Fee Case

Goodwin on

In a case closely watched by the mutual fund industry, the federal district court in New Jersey ruled on Thursday in favor of a mutual fund’s investment adviser and against the shareholders who had brought the lawsuit under...more

Skadden, Arps, Slate, Meagher & Flom LLP

"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

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