United States: Directors and Officers

Washington law makes clear that across all Washington business entities, those in control (e.g. directors, officers, managers, partners) owe fiduciary duties.

The Court of Chancery has issued a significant decision on the preservation of electronically stored information, and it should give pause to anyone who relies on disappearing-message applications after litigation...

A recurring tension in venture-backed companies is that the investor who funds the business often wants a seat at the board table, and once its designee takes that seat, he or she owes fiduciary duties to the company...

In 2023, Texas enacted sweeping reforms to its judicial system by creating a specialized business court structure designed to handle complex commercial disputes. The reform established the Texas Business Courts as specialized trial courts and created a new appellate body—the Fifteenth Court of Appeals—to hear appeals from those cases

The Delaware Superior Court, applying Delaware law, held that a public offering exclusion does not bar coverage for a de-SPAC merger because the transaction did not constitute a public offering of the insured ...

Companies with equity-compensation programs face significant insider-trading risks when employees, officers, and directors trade company securities while aware of material nonpublic information. Rule 10b5-1 trading plans provide an affirmative defense against insider-trading claims by establishing predetermined trading arrangements that satisfy specific SEC requirements, including adoption timing, good-faith certifications, mandatory cooling-off periods, and restrictions on overlapping plans.

The landscape of digital assets has long been described as the “Wild West” of finance. However, the frontier is rapidly being fenced in. In a landmark move, the U.S.

The SEC has proposed amendments allowing public companies to elect semiannual reporting on new Form 10-S instead of quarterly Form 10-Qs, while maintaining annual Form 10-K filings. This optional framework aims to provide companies greater flexibility in choosing reporting cadences that align with their business needs and investor expectations, while preserving the same narrative disclosures and financial information requirements currently mandated for quarterly reports.

D&O “runoff” and “tail” insurance coverages should protect companies and directors and officers against claims for legacy liabilities, but pitfalls abound.