Searching Content indexed under Directors and Officers by Duane Morris LLP ordered by Published Date Descending.
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Chancery Forecloses Reliance On Technical Truths, Delayed Disclosures As Defenses To Disclosure-Related Breach Of Fiduciary Duty Claims
Fiduciary duties are fundamental concepts in Delaware corporate law. Directors and officers owe duties of care and loyalty, and from these obligations flows
United States
19 Aug 2019
A Minute About Minutes–Part II
A few years ago we highlighted on this blog an opinion where the Court of Chancery's analysis turned, in part, on its impression of the quality of the corporate minutes at issue.
United States
7 May 2019
Delaware Supreme Court Issues Additional Guidance On Scope Of Section 220 Inspections
First, the court clarified when the scope of an inspection being demanded might include email communications of officers and directors of the corporation.
United States
21 Feb 2019
Director Access To Corporate Books And Records
The Court of Chancery recently affirmed the long-standing principle that directors of Delaware corporations are vested with "virtually unfettered rights to inspect books and records" ...
United States
8 Feb 2019
SEC Adopts Final Rules For Disclosure Of Hedging Policies
On December 18, 2018, the SEC approved final rules requiring companies to disclose their practices or policies with respect to hedging transactions by officers and other employees as well as directors.
United States
28 Dec 2018
California Mandates Gender Diversity On Public Company Boards
California has become the first state in the nation to require public companies to put female directors on their boards.
United States
9 Oct 2018
Sexual Harassment Claims And Boards Of Directors
Allegations of sexual harassment are clearly increasing, and impacts of allegations are swift. Organizations and brands can see their long-established reputations altered overnight. Customers or donors can quickly turn elsewhere. Internal culture, external communities and the bottom line all can suffer irreparably.
United States
27 Dec 2017
"Fraud In The Inducement" Is No Defense To Advancement Claims By Officers And Directors
On November 28, 2016, the Supreme Court of Delaware confirmed what had become a common thread in several previous decisions by the Court of Chancery.
United States
13 Dec 2016
Citing "Issue Preclusion," The Delaware Court Of Chancery Denies Advancement To A Company's Vice President
After a one-day trial, Vice Chancellor Laster held that Plaintiff failed to satisfy his burden.
United States
10 Aug 2016
The Boys' Club Perception Test
I am pleased to post the latest blog that I have written on gender bias and boys' clubs.
United States
4 May 2016
Personnel Files And Documents Relating To "Hand-Picked" Directors Ruled Discoverable In Breach Of Fiduciary Duty Action Against Private Equity Firm
In an adversary proceeding in the chapter 11 bankruptcy of car hauler Allied Systems Holdings, Inc., the creditors' committee asserted claims against Allied's directors for breach of fiduciary duty...
United States
24 Nov 2015
12 Ways To Increase Gender Equality
I confess I am tired of hearing about how we need to increase gender equality. No duh. How do you get there?
United States
12 Aug 2015
Justice Hold Fee-Shifting Bylaw Not Per Se Invalid
In finding that the bylaw was facially valid, the court noted that "neither the [Delaware General Corporation Law] nor any other Delaware statute forbids the enactment of fee-shifting bylaws."
United States
29 Apr 2015
10 Tips To Fight Gender Discrimination
Every organization—and that means the men and women who run companies—must do more to ensure that women have an equal opportunity to lead.
United States
3 Feb 2015
Mayo Lawsuit Against Former Exec Raises Numerous Health Care And Business Litigation Issues
A recent settlement reveals the potential legal issues that may arise when health care executives seek new employment.
United States
12 Jan 2015
"Per Capita" v. "Per Share" Voting In Agreements–Words Matter
In Salamone, et al. v. Gorman, the Supreme Court of Delaware writes for nearly 60 pages sorting out contradictory provisions in a voting agreement.
United States
17 Dec 2014
Corporations Don't Independently Owe Fiduciary Duties To Stockholders
On August 7, 2014, Vice Chancellor Glasscock issued a letter opinion in the matter Buttonwood Tree Value Partners, L.P., et al. v. R.L. Polk & Co., Inc., et al.
United States
2 Sep 2014
Representing The Targeted Executive: Diplomacy Matters
It seemed like a good idea. Provide a local media outlet with a peek under the company's hood—give a tour of the facilities, answer questions about operations.
United States
30 May 2014
A Minute About Minutes
Drafting minutes of meetings is an art rather than a science.
United States
21 May 2014
NYSE Proposes Relaxation Of Independence Test For Directors Of Spin-Off Companies
Prompted by a request for interpretive guidance, on April 1, 2014, the NYSE proposed to relax its bright line director independence tests in certain limited circumstances, so that "a director may be deemed independent of a company that has been the subject of a spin-off transaction regardless of the fact that such director or his employer had a relationship with the former parent of such spun-off company."
United States
9 Apr 2014
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