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Law School Toolbox Podcast Episode 384: Listen and Learn -- The Business Judgment Rule (Corporations)
Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation
Bar Exam Toolbox Podcast Episode 184: Listen and Learn -- The Business Judgment Rule (Corporations)
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Amy Shepherd of Ballard Spahr on care & leadership as a legal CMO - Passle CMO Series Podcast
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Bar Exam Toolbox Podcast Episode 97: Listen and Learn -- The Reasonable Person Standard
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In August 2022, the Delaware General Assembly amended the Delaware General Corporation Law (“DGCL”) to allow corporations to adopt charter provisions exculpating certain officers from personal liability for monetary damages...more
The CSDD Directive thus adopted goes well beyond the obligations under the French corporate law on duty of care: it widens the scope of the companies concerned and imposes heavy penalties. ...more
Our goal is to cut through the hype and noise, while zeroing in on how AI and its evolving regulation will impact your business, your competitors and the markets in which you operate....more
FCA finds firms have been working hard to embed the Duty, but there remains room for improvement. On 20 February 2024, the FCA published more information on the Consumer Duty, including a publication highlighting good...more
Overview - Background - The Australian Government recently released an exposure draft of the legislation to implement mandatory climate-related financial disclosures (Draft Legislation). This follows the release of draft...more
The Supreme Court of Delaware recently issued a decision upholding long-standing precedent regarding Delaware’s class vote requirement. The case, In re Fox Corporation/Snap Inc. Section 242 Litigation, concerned amendments to...more
It is well understood that directors of Delaware corporations are subject to the fiduciary duties of care and loyalty. In general, the duty of care requires directors to base their decisions on all material information...more
Authorised Push Payment (“APP”) fraud, where victims are tricked into authorising payments to fraudsters, resulted in losses of £485.2m in 2022 and is reported to have risen by 22% in 2023. With consumer protection laws...more
An often overlooked and critical function of operating a successful business is sound corporate governance. But what is corporate governance? Generally stated, corporate governance encompasses the rules, mechanisms and...more
Directors’ duties and liabilities have always been at the forefront of corporate governance. It has become a hot topic in the wake of new regulations in the field of sustainability, which directly impact directors’...more
For more than thirty-five years, Delaware law, pursuant to Section 102(b)(7) of the Delaware General Corporation Act (DGCL), has allowed Delaware corporations to exculpate their directors from personal liability for damages...more
On 7 July 2023, the Eastern Caribbean Court of Appeal handed down judgment in BVIHCMAP 2021/0034 Lau Man Sang, James and Others v. King Bun Limited and Others. Conyers represented the successful Respondents before the Court...more
Three years ago, as part of the EU’s initiative on sustainable governance, the European Commission released a lengthy study on directors’ duties. The study affirmed what many already understood: corporate decision makers face...more
Companies will be affected in a variety of ways by the receivership of Signature Bank, Silicon Valley Bank or any other similarly situated financial institution. Companies may face difficulty accessing bank facilities or the...more
States are beginning to extend exculpation protections to corporate officers that were previously afforded only to directors. Depending on where your corporation is chartered, you may soon be considering the opportunity to...more
Key Points - In light of current economic uncertainty, directors, officers and other fiduciaries should stay abreast of material information, even absent a specific actionable transaction. An analysis of audits of financial...more
Our Securities and Securities Litigation Groups suggest that Delaware companies consider updates to corporate charters following a change in Delaware law allowing companies to exculpate officers....more
Recent rulings in the United States and overseas, coupled with the Securities and Exchange Commission’s (SEC) recently proposed disclosure rules covering climate-risk disclosures, underscore the attention boards of directors...more
The EU is working on its next move toward sustainability and plans to oblige companies to address adverse sustainability impacts in their own operations and in their value chain. While the European Commission is working on...more
A corporation operates through its board of directors. All corporate powers must be exercised by or under the direction of the board. In Texas, the Texas Business Organizations Code (TBOC) provides certain provisions...more
The role of the Board of Directors has always been a key part of any best practices compliance program. The Department of Justice (DOJ) and Securities and Exchange Commission (SEC) have consistently said that a Board’s role...more
In this week’s episode, Andrea Cunha outlines some of the key considerations directors and officers should assess when their company is approaching insolvency, including how to evaluate financial distress of the company, the...more
Recent years have seen a general move towards increased accountability and responsibility obligations imposed on businesses to respect human rights and prevent adverse impacts throughout the value chain. Nearly ten years...more
The UK Supreme Court has issued the latest in a series of landmark decisions on parent company liability under English law for claims alleging environmental damage and human rights abuses. In a unanimous reversal of the...more
More than a decade ago in the seminal case Gantler v. Stephens, the Delaware Supreme Court clarified that officers of Delaware corporations owe the same fiduciary duties of care and loyalty that directors owe to the...more