Worldwide: Directors and Officers

Subscribe
Business law and corporate law thought leadership, articles, podcasts, videos and webinars from expert sources across the legal world. Explore insights covering topics that involve business and corporate law produced by specialists working in this area every day.
Article
When Storms Hit And Quorums Fail: HOA Authority In Emergencies
When a hurricane warning is issued and your HOA faces immediate damage requiring emergency repairs, can your board legally authorize unbudgeted expenditures without a full meeting? This analysis examines the legal framework governing emergency authority for North Carolina community association boards, exploring how boards can act decisively during crises while maintaining proper documentation and fiduciary compliance.
United States Real Estate
Wa
Ward and Smith, P.A.
Article
Strategic Investor Rights, Shared Risks: Governance Requirements When Interests Diverge
A Delaware Court of Chancery opinion examines the boundaries of strategic investor rights in a case involving alleged misuse of contractual governance and veto powers. The decision explores when an investor's board designee crosses the line from legitimate oversight into disloyal conduct, and whether contractual rights shield investors from liability when they allegedly deploy those rights to harm a company for competitive advantage.
United States Commercial
HL
Hogan Lovells Cadwalader
Article
Federal Reserve Proposes Long-Awaited Modernization Of Regulation O Insider Lending Rules
On July 31, 2026, the Board of Governors of the Federal Reserve System (the “Board”) proposed the most significant updates to insider lending restrictions for banks in more than three decades (“Proposed Rule”). If finalized, the amendments to Regulation O would, among other things, modernize long-outdated dollar thresholds, codify significant staff interpretations and statutory provisions, and provide targeted relief for banks which have passive investment funds as “principal shareholders” (10% or more of a class of voting shares).
United States Commercial
ST
Simpson Thacher & Bartlett
Article
New Day, New Rules: Five Key Aspects Of Amended DGCL Section 144 And Section 220
Delaware's amended Sections 144 and 220, enacted in spring 2025, introduce statutory safe harbors for conflicted transactions and streamlined books and records access. After surviving a constitutional challenge, these provisions are now fully operational, offering corporations greater predictability in handling controller conflicts, board independence determinations, and stockholder inspection demands while reducing litigation burdens.
United States Commercial
SA
Skadden Arps Slate Meagher & Flom
Article
“Knowing” And “Intentional” Defalcation Yields Goliath Punitive Damages Award
A New York Commercial Division judge awarded over $30 million in compensatory and punitive damages against a car dealership owner who misappropriated $4.7 million in dealer advances and engaged in a persistent pattern of fiduciary breaches. The court rejected the defendant's testimony entirely under the falsus in uno doctrine and imposed punitive damages double the amount of misappropriated funds, citing willful deception and conscious disregard for corporate interests.
United States Litigation
FF
Farrell Fritz, P.C.
Article
Delaware Court Of Chancery Sustains Claims That Company And Major Stockholder Conspired To Fraudulently Induce Investment
The Delaware Court of Chancery recently addressed allegations that an e-commerce startup and its executives fraudulently misled investors through inaccurate financial statements and false representations to secure funding. The decision examines whether contractual waivers shield defendants from fraud claims and explores the liability of board designees and major stockholders in alleged investor deception schemes.
United States Commercial
HL
Hogan Lovells Cadwalader
Article
Delaware Court Of Chancery Applies New DGCL 144 Framework To Executive Compensation Challenge
The Delaware Court of Chancery issued its first interpretation of the 2025 amendments to Section 144 of the DGCL in a derivative lawsuit challenging director compensation decisions at Fidelity National Financial. The decision establishes how courts will apply the amended statute's safe-harbor provisions for conflicted transactions and its presumption of director independence, while confirming that director self-compensation remains subject to heightened judicial scrutiny.
United States Commercial
HL
Hogan Lovells Cadwalader
Podcast
AI In The Public Interest: The Risks Facing Boardrooms (Podcast)
As artificial intelligence becomes increasingly embedded in corporate operations, boards face mounting pressure to understand and govern AI-related risks. This conversation explores how corporate governance structures are adapting to address AI's unique challenges, from regulatory uncertainty to vendor dependencies, and examines what boards need to know to fulfill their fiduciary duties in this rapidly evolving landscape.
United States Commercial
W
WilmerHale
See more