Controlling stockholders owe fiduciary duties to other stockholders that minority stockholders do not. A holder of over 50% of a corporation’s voting power is clearly a controlling stockholder. As a consequence, transactions...more
In a 9-8 decision on December 10, 2024, the U.S. Court of Appeals for the Fifth Circuit struck down Nasdaq’s efforts to promote diversity on public company boards. The case, Alliance for Fair Board Recruitment v. SEC, vacated...more
12/17/2024
/ Appeals ,
Arbitrary and Capricious ,
Board of Directors ,
Constitutional Challenges ,
Corporate Governance ,
Disclosure Requirements ,
Dissenting Opinions ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Nasdaq ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Vacated
The coronavirus (COVID-19) outbreak and its possible impacts on corporations highlight the importance of the board of directors’ oversight function in times of crisis. Faced with a crisis, a board must consider both the...more
The immediate and possibly severe financial and business impacts of the coronavirus (COVID-19) outbreak have resulted in public companies closely reviewing their public disclosures and related securities compliance. Many of...more
The Delaware Chancery Court ordered Dole Food Co. Inc. CEO David Murdock and General Counsel Michael Carter to pay Dole shareholders $148 million for fraud in connection with the company’s 2013 take-private deal. The August...more
9/8/2015
/ Controlling Stockholders ,
Corporate Counsel ,
Corporate Governance ,
Dole Food ,
Fiduciary Duty ,
Fraud ,
Publicly-Traded Companies ,
Shareholder Litigation ,
Shareholders ,
Stocks ,
Young Lawyers