News & Analysis as of

Corporate Governance Breach of Duty Securities and Exchange Commission (SEC)

ArentFox Schiff

ESG Update: Two Court Decisions Highlight the Importance of the “G” in “ESG”

ArentFox Schiff on

ESG stands for “environmental, social, and governance.” Though often overlooked, two recent cases — Spence v. American Airlines and Exxon v. Arjuna Capital, LLC — focus on G’s place in the ESG initialism. Here, we break...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Clarifies Heightened Standard for Recovery of Attorneys’ Fees in Disclosure-Based Deal Litigation

In Anderson v. Magellan Health, Inc., No. 2021-0202, — A.3d —-, 2023 WL 4364524 (Del. Ch. July 6, 2023) (McCormick, C.), the Delaware Court of Chancery addressed the circumstances under which the Court will award a...more

Latham & Watkins LLP

Delaware Chancery Court Extends Oversight Duties to Non-Director Corporate Officers

Latham & Watkins LLP on

Non-director officers may face liability for failing to properly oversee the corporation’s affairs and ignoring “red flags” within their “areas of responsibility.” Key Points: ..The McDonald’s Corporation’s response...more

Mintz - Privacy & Cybersecurity Viewpoints

Preparation for 2022 Fiscal Year-End SEC Filings and 2023 Annual Shareholder Meetings

Public companies initiating the year-end reporting process will need to consider, and in many cases take steps to address, a number of significant developments and issues. To assist companies in this process, Mintz has...more

Proskauer on Privacy

SolarWinds: A Lesson on How Companies Victimized by Data Breaches Can Quickly Become the Target of Litigation and Regulatory...

Proskauer on Privacy on

In 2020, SolarWinds Corp., a company that provided information technology software to private and government entities, was the victim of a cybersecurity breach. Russian hackers are believed to have slipped malicious code...more

Sheppard Mullin Richter & Hampton LLP

California Court of Appeal Holds that a Corporation’s Direct Cause of Action for Breach of Fiduciary Duty is Legal Rather than...

In ZF Micro Solutions, Inc. v. TAT Capital Partners, Ltd., 2022 WL 4090879 (Cal. App. Aug. 8, 2022), the Fourth Appellate District of the California Court of Appeal decided, as a matter of first impression, that a...more

Skadden, Arps, Slate, Meagher & Flom LLP

Court of Chancery Issues SPAC-Related Decision of First Impression

On January 3, 2022, the Delaware Court of Chancery issued a novel decision arising from a challenge to a transaction involving a special purpose acquisition company, commonly referred to as a SPAC, in In re MultiPlan Corp....more

Morgan Lewis

The Future of SPACs: Increasing Litigation and Regulation

Morgan Lewis on

So far in 2021, we have seen more than 500 Special Purpose Acquisition Companies (SPACs) go public and raise more than $123 billion, and more than 160 of these “blank check firms” complete mergers with or acquisitions of...more

Holland & Knight LLP

Recent Delaware Decision Highlights Heightened Board Oversight Requirements in Caremark Cases

Holland & Knight LLP on

The Delaware Court of Chancery on Sept. 7, 2021, allowed a derivative stockholder lawsuit to proceed against The Boeing Company (Boeing), alleging that Boeing's board of directors breached their fiduciary duties by failing to...more

McDermott Will & Emery

Corporate Law & Goverance Update - January 2020

McDermott Will & Emery on

Given evolving Delaware law, understanding the difference between “risk oversight” and “risk management” is an increasingly important board task. In the Marchand and Clovis decisions, the Delaware courts sent an important...more

Snell & Wilmer

Recent Developments and Other Considerations

Snell & Wilmer on

Caremark Developments -- Do You Know What You Don’t Know? In 1996, the Delaware courts created what has become known as a Caremark claim: an allegation that directors failed to exercise oversight of the organization....more

Snell & Wilmer

Delaware Court of Chancery Permits Caremark Claim Alleging Directors’ Failure to Monitor Critical Company Business Operations

Snell & Wilmer on

On October 1, 2019, the Delaware Court of Chancery issued its decision in In re Clovis Oncology, Inc. Derivative Litigation, C.A. No. 2017-0222-JRS (Del. Ch. Oct. 1, 2019), which addresses the duties of directors to oversee...more

Orrick, Herrington & Sutcliffe LLP

What's New in Corporate Governance and Securities Law - October 18, 2019

Corporate Governance and Securities Law Developments - Directors Can Be Held Liable for Failure to Oversee “Mission Critical” Regulatory Compliance - On October 1, the Delaware Court of Chancery refused to dismiss a...more

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