News & Analysis as of

Fraud Breach of Duty Board of Directors

Fraud is the making of false representations or engaging in deceptive behavior in order to unlawfully secure financial or personal gain. 
Morris James LLP

Court of Chancery Dismisses Aiding And Abetting Fraud Claim Against Corporate Officers And Directors On Grounds That A Corporation...

Morris James LLP on

Urvan v. AMMO, Inc., Consol. C.A. No. 2023-0470 PRW (Del. Ch. Feb. 27, 2024, corrected Mar. 14, 2024) - It is an axiom of Delaware law that a corporation acts through its human agents. This principle informs the causes of...more

Conyers

King Bun Limited and Others v. Lau Man Sang, James and Others - Claim No. BVIHC (COM) 2017/086

Conyers on

Nov 2023 In August 2021, the BVI Commercial Court handed down judgment on liability in favour of the Claimants against seven directors of Vanway for carrying out a fraud on the minority shareholders, in selling the assets of...more

Hendershot Cowart P.C.

Shareholder Actions: Direct Vs. Derivative Suits

Hendershot Cowart P.C. on

When it comes to protecting their interests – or the interests of the corporation – shareholders have unique rights to take legal action. They can file suit either on behalf of the corporation itself, known as a derivative...more

Troutman Pepper

Fraud on the Board: Material Conflicts Must Be Disclosed to the Board to Warrant Business Judgment Review

Troutman Pepper on

A recent decision by the Delaware Supreme Court emphasizes the importance of fully disclosing material director and officer conflicts of interest in connection with proposed M&A transactions. Indeed, as the Court’s ruling...more

White & Case LLP

2019 Half-year in review: M&A legal and market developments

White & Case LLP on

We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2019 and their impact on M&A transactions. This review looks at these...more

A&O Shearman

District Of Delaware Finds Successful Section 220 Action Tolled Claims For Alleged Mismanagement

A&O Shearman on

On September 4, 2018, Judge Leonard P. Stark of the United States District Court for District of Delaware ruled that a shareholder’s separate Section 220 action for books and records tolled claims against the managing...more

Morris James LLP

Delaware Supreme Court Clarifies Director/Officer Implied Consent Statute and Rejects Hana Ranch

Morris James LLP on

Rejecting the Court of Chancery’s narrow reading of the director/officer implied consent statute in Hana Ranch, Inc. v. Lent, 424 A.2d 28, 30 (Del. Ch. 1980), an interpretation that had been followed by lower courts for...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - October 2015

We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments. In This Issue: - Q&A...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Dole Ruling Serves as Cautionary Tale for Take-Private Deals"

Earlier this year, in a consolidated breach of fiduciary duty and appraisal action, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a post-trial opinion that includes many important takeaways for...more

Katten Muchin Rosenman LLP

Investor Claims NetTALK Executives Took Control of Board

On November 5, Telestrata, LLC brought a derivative shareholder action and direct action against NetTALK.com, Inc., a publicly traded telecommunication company, and NetTALK’s directors and officers, alleging that the...more

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