Recent Posts

D&O Corporate Counsel Checklist Published by ABA
Posted on 15 Sep 2012 by Francis G.X. Pileggi

In the August edition of the ABA's Business Law Today, the Business Section's Committee on Director and Officer Liability (under the very capable direction of James Wing of Holland & Knight) has just issued a brief commentary and a checklist... Read More

Somewhat Rare Denial of Advancement Claim in the Delaware Court of Chancery
Posted on 17 Sep 2015 by Francis G.X. Pileggi

In a rare denial of a claim for advancement, the Delaware Court of Chancery in the opinion styled Charney v. American Apparel, Inc. , C.A. No. 11098-CB (Del. Ch., Sept. 11, 2015), rejected the claims by a former chairman and CEO (and founder), based on... Read More

The Fiduciary Duties of Acquiring Directors
Posted on 23 Jun 2010 by Stephen I. Glover

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... Read More

Dispute on Advancement of Fees to Corporate Directors; Court Requires Discussion During a Meal
Posted on 6 Jul 2015 by Francis G.X. Pileggi

Advancement of fees to corporate directors has been the focus of many decisions of Delaware’s Supreme Court and Court of Chancery that have been highlighted on these pages over the last ten years. Both the statute and the cases that interpret them... Read More

Wolfe and Pittenger on Privilege Ruling in Ryan v. Gifford
Posted on 4 Apr 2008 by Donald J. Wolfe Jr. & Michael A. Pittenger

In Ryan v. Gifford * , 2007 Del Ch. LEXIS 168 (Nov. 30, 2007), the Delaware Court of Chancery examines the extent to which a plaintiff stockholder may gain access by way of discovery to purportedly privileged communications by and among the subject corporation... Read More

Advice for Deal Advisors
Posted on 4 Nov 2014 by Brian JM Quinn

In the context of a merger and in the making of other decisions, boards are entitled to rely on advice from experts and advisors. When they do so in good faith, board members are "fully protected" to use the words of 141(e). In the wake of Rural... Read More

From UK to the U.S., Talent in Pipeline Keeping Women in Boardroom Numbers Down
Posted on 27 Sep 2011 by The Conference Board

by Gary Larkin Whether it's at conferences, in new studies or on the blogosphere, the issue of whether or not there are enough women in the boardroom has begun to pick up steam globally. The issue has been the topic of a recent forum in New... Read More

A Guide to Directors’ Duties and Liabilities in Europe
Posted on 9 Oct 2015 by Kevin M. LaCroix

One of the vestiges of the global financial crisis is that company directors and officers now face more scrutiny than ever. This scrutiny, in turn, has led to a greater liability exposure for corporate officials, as well. This increased scrutiny and amplified... Read More

Defenses to Advancement Based on Conditions in Agreement Rejected
Posted on 29 May 2015 by Francis G.X. Pileggi

Blankenship v. Alpha Appalachia Holdings, Inc., C.A. No. 10610-CB (Del. Ch., May 28, 2015) [ an enhanced version of this opinion is available to subscribers ]. This is the latest Delaware Court of Chancery decision in a long series of recent... Read More

Who Is an “Officer”? A Critical Inquiry For Indemnification and Insurance
Posted on 17 Sep 2014 by Kevin M. LaCroix

Many companies provide advancement, indemnification and insurance benefits and protection for their officers and directors. However, it is not always clear who is an “officer” for purposes of claiming the benefits and protection. The long... Read More

To Whom Are Directors' Duties Owed?
Posted on 2 Jan 2014 by Kevin M. LaCroix

It is generally understood that corporate directors act in a fiduciary role in performing their board duties. But to whom do directors owe their fiduciary duties? That was the question asked in a November 8, 2013 decision from the North Carolina Supreme... Read More

Thompson and Schwartz on In re Toys ‘R’ Us, Inc. Shareholder Litigation
Posted on 8 Oct 2009 by Kenneth R Thompson II & Michael Schwartz

Under In re Toys "R" Us, Inc. Shareholder Litigation , corporate directors must follow a reasonable process once their Revlon duties have been triggered. In this commentary, the authors discuss this decision by the Court of Chancery of Delaware... Read More

New Appleman Premium Online Checklists - § 37.03 Checklist: Evaluating Coverage Claims Under Directors' and Officers' (D&O) Insurance Policies
Posted on 16 Sep 2010 by Corporate and Securities Law Community Staff

New Appleman Premium Online Checklists - § 37.03 CHECKLIST: EVALUATING COVERAGE CLAIMS UNDER DIRECTORS' AND OFFICERS' (D&O) INSURANCE POLICIES , is one of the 200 coverage checklists in New Appleman Premium Online Checklists. This... Read More

A Trio of Delaware Decisions Reaffirms Corporate Director Protections
Posted on 17 Nov 2015 by Kevin M. LaCroix

Because the vast majority of U.S. publicly traded companies are incorporated in Delaware, legal developments in Delaware have a particularly important impact on legal standards governing corporate conduct in the U.S. Delaware law is particularly influential... Read More

Delaware Court of Chancery Invalidates Attempt of Majority Stockholder to Appoint Officers
Posted on 10 Aug 2015 by Francis G.X. Pileggi

In Gorman v. Salamone, C.A. No. 10183-VCN (Del. Ch. July 31, 2015), the Court of Chancery affirms the board-centric foundation of Delaware corporate law, and describes the limitation on the ability of a majority stockholder to appoint officers directly–even... Read More