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Searching Content indexed under Directors and Officers by Cleary Gottlieb Steen & Hamilton LLP ordered by Published Date Descending.
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Not So Sweet: Delaware Supreme Court Revives Caremark Claim, Provides Guidance On Directors' Oversight Duties
Last week, the Delaware Supreme Court reversed the Delaware Court of Chancery's dismissal of a Caremark claim[1] that arose out of the Blue Bell ice cream listeria outbreak in the mid-2010s.
United States
1 Jul 2019
2
How Many Directorships Is Too Many? Vanguard's Evolving View
In late 2016 ISS and Glass Lewis both revised their proxy voting guidelines to address overboarding concerns.
United States
20 Jun 2019
3
Hertz Pursues Novel Theory To Hold Former Management Team Personally Liable For Restatement And Ensuing Legal Proceedings
In late March 2019, the Hertz Corporation and Hertz Global Holdings, Inc., filed two complaints against its former CEO, CFO, General Counsel and a group president seeking recovery of $70 million in incentive payments ...
United States
19 Jun 2019
4
Balancing Concessions To Activists Against Responsiveness To The Broader Shareholder Base: Lessons From A Recent Settlement With An Activist
Quick settlements with activist hedge funds to recompose boards and adjust strategic plans have resulted in hundreds of new directors and changes to stand-alone plans in the S&P 500 over the last two years.
United States
24 Apr 2017
5
When Do Merger Benefits To Directors Constitute Disabling Conflicts?
As the Delaware Supreme Court narrows the avenues for post-closing challenges to mergers we expect that plaintiffs' lawyers will increasingly seek to base their merger suits on specific allegations of conflicts.
United States
4 Nov 2016
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