Tom, Reddy & Spaeth on "Entire Fairness" in Cede & Co.

The courts will use the standard of "entire fairness" to evaluate the decisions of a board where the plaintiff has rebutted the presumption of the business judgment rule by proving a breach of fiduciary duties. In this Analysis, Rosyln Tom, Neil T. Reddy, and Ed Spaeth discuss the ruling in...

New Texas Registered Agent Consent Requirements

The new year 2010 will bring a new surprise for Texas legal practitioners, entity formation service companies and registered agents in relation to entities formed or registered to do business in Texas. Legal practitioners, entity formation service companies and registered agents should take note of these...

Gantler v. Stephens: Delaware Supreme Court Extends Fiduciary Duties to Corporate Officers -- Important Lessons for Nonprofit Corporations

In Gantler v. Stephens, Delaware Supreme Court clarified the law, making clear that corporate officers are subject to the same fiduciary duties as directors. Jack Siegel's analysis of this decision provides best practices and lessons corporate officers and directors, particularly in the nonprofit...

Aquila and Sawyer of Sullivan & Cromwell LLP - Speed Reading: Top 10 Issues to Consider When Adopting a Poison Pill Rights Plan

Rights plans are one of the most effective takeover defenses, despite the decrease in use over the past decade. This article focuses on ten key issues that any board should consider when making a decision relating to a rights plan. The authors write: While rights plans, or "poison pills"...

The Fiduciary Duties of Acquiring Directors

Relatively few cases address the fiduciary duties of an acquiring board. These cases indicate that, absent a conflict of interest, courts will generally apply the deferential standard of the business judgment rule to a board's acquisition decision. Nonetheless, recent highly publicized failed acquisitions...