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...

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...