The FDIC proposed enforceable guidelines on corporate governance and risk management that would apply to all state non-member banks with assets greater than $10 billion. The proposal wou...
In an en banc 6-5 decision, the Ninth Circuit upheld a forum selection clause in Gap’s bylaws that requires all claims brought on behalf of the company to be filed in Delaware state cou...
The recent In re Edgio, Inc. Stockholders Litigation decision highlighted concerns when a public company involved in a business combination adopts defensive measures that would continue f...
Plaintiff stockholder litigation is increasingly alleging that discussions over merger support agreements and rollover agreements trigger the higher vote required by Section 203 of the De...
The Delaware Court of Chancery’s recent decision expands potential Caremark liability to officers for oversight failures, and we can expect to see an increase in books and records deman...
Judge Rakoff’s Nine West decision allowed fiduciary duty claims to proceed against LBO seller directors and officers based on anticipated subsequent transactions by purchaserJudge Danie...
In City of Fort Myers General Employees’ Pension Fund v. Haley, the Delaware Supreme Court delivered its most recent admonition to directors and officers negotiating merger transactions...
On March 18, 2020, a unanimous Delaware Supreme Court held in Salzberg v. Sciabacucchi that provisions in a Delaware corporation’s certificate of incorporation requiring actions arising...
Two recent Delaware decisions have made clear that courts will not give business judgment rule deference where boards of directors allegedly failed to implement or monitor oversight syste...
