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...