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...
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...
Two owners of a Virginia restaurant breached their fiduciary duty to the corporation they managed by paying
themselves exorbitant management fees and by making improper loans and
distributions to themselves, a Fairfax
County judge has found.
"Fiduciary duty" in this context generally...
Recently, the Delaware Court of Chancery issued a ruling
on the question of whether a manager (or managing member) of a Delaware limited
liability company owes fiduciary duties to the company and its members.
The court ruled that it does.
As a legal practitioner, this result is unsurprising.
Francis Pileggi and Kevin Brady of Eckert Seamans discuss
several aspects of recent rulings by the Delaware Court of Chancery in Auriga
Capital Corp. v. Gatz Properties LLC, C.A. No. 4390-CS (Del. Ch., Jan. 27,
On the Delaware Corporate and Commercial Litigation Blog , they
write that the case...
Do you have a client who says his associate embezzled a lot of his money? Does he want to sue the Bank that held the funds, claiming that the Bank should have known that misdoings were afoot and blown the whistle? You'd better tell him to think twice before bringing that claim to the Business Court...
For the first time that I am aware of, the Business Court has found a Complaint to sufficiently allege a breach of fiduciary duty claim against a bank, in today's opinion in WNC Holdings, LLC v. Alliance Bank & Trust Co . , 2012 NCBC 50.
The case has a familiar ring to it on the facts. Real...
v. Crothall , C.A. No. 6001-VCP (Del. Ch. Jan. 31, 2013)
This 74-page opinion addresses the allegations of a
minority unitholder in an LLC who asserts claims that the directors breached
their fiduciary duties in connection with several financing transactions.
Wednesday of last week in Patriot
Performance Materials, Inc. v. Powell , 2013 NCBC 10 was
appropriately timed for the day before Valentine's Day.
Powell, the Defendant, had a
50% interest in several businesses with Henderson, one of the Plaintiffs. He
alleged in a third party...
There has been a back and forth between the Chancery Court and the Delaware
Supreme Court about whether there are default fiduciary duties for LLCs.
The Chancery Court takes the position that there are default fiduciary
duties, though you may contract around them. The Supreme Court on the
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 Court, in which the Court reversed a trial verdict...
A recurring question is whether bank directors should be held to a more stringent fiduciary duty than are the directors of other kinds of companies. The question has been raised in the current wave of failed bank litigation, as the FDIC has tried to argue, for example, that bank directors are not entitled...
Quadrant Structured Products Company, Ltd. v. Vertin , C.A. No. 6990-VCL (Del. Ch. May 4, 2015) [ an enhanced version of this opinion is available to lexis.com subscribers ].
This Court of Chancery opinion is destined to be cited as a seminal ruling for its historical and doctrinal analysis of important...
What is an owner? And, what is an owner of a publicly traded corporation ? It’s clear that they are not the same thing. We don’t own a corporation like we own a car or property. Even individual owners of corporate stock don’t really “own” the corporations. We have neither...