With the whirlwind of recent events threatening Delaware’s standing as the preeminent jurisdiction for incorporation in America, press coverage understandably has centered around certain high-profile billionaires and the...more
In 2014, the Delaware Supreme Court held in Kahn v. M&F Worldwide Corp. (“MFW”) that a court will apply the entire fairness standard of review to freeze-out merger transactions between a controlled corporation and its...more
On March 1, 2023, in In re McDonald’s Corporation Stockholder Derivative Litigation, Vice Chancellor Travis Laster of Delaware’s Court of Chancery granted a motion to dismiss derivative claims against McDonald’s directors...more
3/8/2023
/ Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Caremark claim ,
Congressional Investigations & Hearings ,
Corporate Counsel ,
Corporate Culture ,
Corporate Governance ,
Derivative Suit ,
Equal Employment Opportunity Commission (EEOC) ,
Fiduciary Duty ,
Fraudulent Inducement ,
Internal Investigations ,
McDonalds ,
Sexual Harassment ,
Shareholder Litigation
On January 25, 2023, in In re McDonald’s Corporation Stockholder Derivative Litigation, Vice Chancellor Travis Laster of Delaware’s Court of Chancery denied a motion to dismiss a derivative lawsuit against David Fairhurst,...more
1/31/2023
/ Board of Directors ,
Breach of Duty ,
Caremark claim ,
Corporate Culture ,
Corporate Governance ,
Derivative Suit ,
Duty of Loyalty ,
Fiduciary Duty ,
McDonalds ,
Sexual Harassment ,
Shareholder Litigation
While COVID-19 will affect the operations of different companies in different ways, the boards of directors of every company should think critically about their oversight role in the context of this unprecedented global...more