Jonathan Wagner

Herbert Smith Freehills Kramer

+ Follow Contact

Latest Posts › DE Supreme Court

Share:

Delaware Court of Chancery Determines That the Duty of Oversight Applies to Corporate Officers

For almost 30 years, the Delaware courts have held that corporate directors are charged with a fiduciary duty of “oversight.” Directors must make sure that their corporations both (1) implement reasonable information and...more

2/6/2023 / Board of Directors , Corporate Governance , Corporate Officers , DE Supreme Court , Delaware General Corporation Law , Directors , Oversight Duties , Shareholder Litigation

California Appellate Court Affirms Lower Court Decision Enforcing Federal Forum Selection Clause in Company’s Charter

As previously discussed in our Sept. 10, 2020, client alert, in Wong v. Restoration Robotics, Inc., Case No. 18-CIV-02609 (Cal. Super. Ct. Sept. 1, 2020), the Superior Court of California for the County of San Mateo dismissed...more

5/9/2022 / Board of Directors , Bylaws , Commerce Clause , Corporate Governance , DE Supreme Court , Forum Selection , Securities Act of 1933 , Securities Litigation , Supremacy Clause

New York Court Joins Other State Courts in Dismissing Securities Act Claims in Favor of Federal Forum Provision

As we have discussed in prior client alerts, in the wake of the Delaware Supreme Court’s decision in Salzberg v. Sciabacucci (Salzberg), 227 A.3d 102 (Del. 2020), several California state courts have dismissed claims against...more

9/28/2021 / Board of Directors , Bylaws , Certificates of Incorporation , DE Supreme Court , Forum Selection , Internal Affairs Doctrine , Securities Act of 1933

Delaware Supreme Court Holds That Stockholders Need Ordinarily Only Identify a ‘Credible Basis’ for Possible Wrongdoing, Not...

Last week, the Delaware Supreme Court issued an important decision effectively broadening the scope of stockholder pre-litigation inspection rights. ...more

12/17/2020 / Books & Records , Corporate Governance , DE Supreme Court , Defense Strategies , Delaware General Corporation Law , Inspection Rights , Section 220 Request , Securities Litigation , Shareholder Rights , Sua Sponte

Delaware Supreme Court Accepts Interlocutory Appeal of Court of Chancery Decision Granting Stockholders’ Request to Inspect Books...

In a prior alert, we discussed Delaware Vice Chancellor J. Travis Laster’s Jan. 13, 2020, decision in Lebanon County Employees’ Retirement Fund v. AmerisourceBergen Corporation, a Section 220 books and records action brought...more

3/11/2020 / Books & Records , Corporate Governance , DE Supreme Court , Interlocutory Appeals , Popular , Rule 30(b)(6) , Section 220 Request

5 Results

View per page

Page: of 1