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
In Matrixx Initiatives, the
U.S. Supreme Court reaffirmed the case-by-case analysis for materiality that it
espoused in Basic Inc. v. Levinson, but it may also have signaled that the
pleading of materiality is subject to the standards found in Rule 8...
On February 14, 2008, the New York Court of Appeals held that members of limited liability companies ("LLC") may bring derivative suits on behalf of their LLCs, just as shareholders and partners may bring such suits on behalf of their corporations...
In recent months, commentators from across the political spectrum, largely in response to perceived excesses of activist investors, have called for changes to discourage “ short-termism ” – that is, the perceived excessive focus of businesses...
No surprise. The first derivative suit against HP
and its board of directors was filed in the Central District of California.
Here's the complaint: Espinoza
v. Leo Apotheker et al . It was filed on Wednesday - before Apotheker
was fired. So it's...
Major cybersecurity attacks of increased sophistication — and calculated to maximize the reputational and financial damage caused to the corporate targets — are now commonplace. These attacks have catapulted cybersecurity to a top priority...
SciClone Settles FCPA Follow-on Derivative
Suit : In a settlement that involves a company with
significant Chinese operations -- and that also may represent something of a
template for the settlement of FCPA enforcement follow-on civil lawsuits --...
Does a D&O insurance policy provide coverage for attorneys’ fees awarded in settlement of a breach of contract class action? That was the question before the court in an insurance coverage action brought by the Screen Actors Guild (SAG) against...
Over the past fifteen years, there has been a steady progression of corporate scandals, from Enron to options backdating to the excesses that led to the global financial crisis. These debacles were followed by waves of shareholder litigation. However...
In 2008, two companies suffered public battles from hedge funds that circumvented advance notice provisions. In Jana Master Fund, Ltd. v. CNET Networks, Inc. and and Levitt. Corp. v. Office Depot, Inc., the Delaware Chancery Court interpreted common advance...
Most senior corporate executive have a general understanding of the importance to them of their corporate indemnification rights. As discussed here , a related but sometimes even more important corporate benefit is the right to advancement – that...
In this landmark decision, the Delaware Supreme Court established a new standard of judicial review applicable to a challenge by shareholders to the board's endorsement of a merger transaction once it has become inevitable that the company will be...
§ 5.08 Executive Compensation.
For years shareholders have complained of the highly lucrative executive
compensation arrangements maintained by their
companies, and some complaints have found their way into the courts. Examples
of such lawsuits...
In the world of corporate governance, there are a number of common presumptions about board structure and practices. However, according to a recent paper, many of these presumptions may in fact represent corporate governance “myths.” In their...
In an important decision concerning D&O insurance coverage in connection with failed bank claims, the Tenth Circuit, applying Kansas law, held that a D&O policy’s insured vs. insured exclusion unambiguously precluded coverage for claims...