Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation
Bar Exam Toolbox Podcast Episode 167: Listen and Learn -- Direct and Derivative Actions (Corporations)
Bar Exam Toolbox Podcast Episode 124: Listen and Learn -- Duty of Loyalty (Corporations)
Law School Toolbox Podcast Episode 282: Listen and Learn -- Duty of Loyalty (Corporations)
The U.S. District Court for the Western District of Arkansas issued its written decision in Shipp v. Central States Manufacturing, Inc. on July 5, 2024, declining to dismiss the case against Central States Manufacturing Inc....more
In a recent opinion, In re Pack Liquidating, LLC (Pack Liquidating), the U.S. Bankruptcy Court for the District of Delaware held that under Official Committee of Unsecured Creditors of Cybergenics Corp. v. Chinery...more
On November 1, 2023, a jury in the U.S. District Court for the Central District of California awarded damages to Skye Orthobiologics, LLC (“Skye”) and Human Regenerative Technologies, LLC (“HRT”) for breach of contract,...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
In Breen v Foremost Industries Ltd, 2023 ABKB 552, the Court of King’s Bench of Alberta dismissed the claim of a President and CEO that he had been wrongfully dismissed from his employment, finding that his employment had...more
The Fourth Circuit affirmed Aon Hewitt Investment Consulting’s trial victory in a 250,000-member class action suit alleging that Aon breached ERISA’s fiduciary duties. Aon was initially the Lowe’s 401(k) plan’s investment...more
You’re an entrepreneur, you form your first company, and suddenly you carry the title of founder, director, officer, and/or employee all at once. When running your business, it may feel like all of your roles blur together....more
99 Cents Only Stores have come to terms with an excessive fee suit involving their 401(k) plan for about $749,901.01 more than their name. 99 Cents Only was sued for 1) for breach of fiduciary duties of prudence and...more
In re McDonald's Corp. Stockholder Derivative Litig., CA No. 2021-0324-JTL (Del. Ch. March 1, 2023) - A plaintiff can plead an oversight claim against a board by alleging particularized facts to support an inference that...more
Fiduciaries of retirement plans continue to be plagued by class actions brought under the Employee Retirement Income Security Act (ERISA) challenging their fiduciary management of investment options and participant fees. A...more
The U.S. Court of Appeals for the Fourth Circuit has found that employees can breach their duty of loyalty to their employers and tortiously interfere with a business expectancy by competing against their employer for the...more
Corporate officers take note: Recent changes to Delaware law introduce a path towards additional protection and new potential liability for corporate officers. First, corporations may now amend their articles of incorporation...more
A claim for breach of the duty of oversight is known as a Caremark claim, after the landmark Delaware Court of Chancery decision in In re Caremark International Inc. Derivative Litigation (1996). Since then, Delaware courts...more
In Joseph Lawrence Ligos v. Isramco, Inc., et al., C.A. No. 2020-0435-SG (Del. Ch. Nov. 30, 2022), the Delaware Court of Chancery granted a motion to dismiss a shareholder class action complaint alleging that the members of...more
Seyfarth Synopsis: A recent decision from the Eastern District of Michigan serves as a reminder that—while courts are often quick to certify classes in ERISA cases—plaintiffs must satisfy the requirements of Rule 23 and that...more
Going into business with someone requires a high level of trust. For a business to thrive, business partners must be loyal to the business and each other. As in a marriage, when a partner in a business is disloyal, things...more
Overview - On 26 January 2023, the Delaware Court of Chancery (the Court) issued an important decision for corporations and their officers, finding for the first time that corporate officers—not just directors—owe a fiduciary...more
Since the “Blue Bell Creameries” case in 2019, directors have been justifiably concerned about the rise in popularity of Caremark claims (breaching the duty of oversight in a way that implicates the duty of loyalty)....more
Delaware law has long recognized a director’s duty of oversight. The well-established doctrine, first articulated in 1996 in In Re: Caremark International Inc. Derivative Litigation, was recently expanded to officers in In re...more
Part Three of a Series Payne & Fears’ Business Litigation Group helps businesses and their owners with wide-ranging disputes. In our practice, we’ve noticed that in disputes among business partners there are common issues...more
In a far-reaching decision with significant implications, the Delaware Chancery Court recently issued a decision confirming that Caremark duty of oversight obligations extends to senior officers. This will have an immediate...more
On January 26, 2023, the Delaware Court of Chancery resolved a long-standing ambiguity in Delaware law, clarifying, for the first time, that corporate officers owe a fiduciary duty of oversight. The case, In re McDonald’s...more
On Jan. 25, 2023, the Delaware Court of Chancery issued an opinion with significant implications for American corporate law. In denying the defendants’ motion to dismiss in In re McDonald’s Corporation Stockholder Derivative...more
On January 25, 2023, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery denied a motion to dismiss a derivative suit brought by stockholders asserting breach of fiduciary duty claims against a former officer...more
On January 25, 2023, in In re McDonald’s Corporation Stockholder Derivative Litigation, Vice Chancellor Travis Laster of Delaware’s Court of Chancery denied a motion to dismiss a derivative lawsuit against David Fairhurst,...more