As scrutiny of public companies continues to increase, it is important for directors and officers to understand the full range of protections from personal liability available to them and for a company to be cognizant of its...more
The Delaware Court of Chancery, in Palkon v. Maffei, et al., C.A. No. 2023-0449-JTL (Del. Ch. Feb. 20, 2024), determined that a reduction in the liability exposure of a fiduciary due to the conversion of a Delaware...more
2/26/2024
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Breach of Duty ,
Business Judgment Rule ,
Calculation of Damages ,
Controlling Stockholders ,
Conversion ,
Corporate Conversions ,
Corporate Governance ,
Delaware General Corporation Law ,
Entire Fairness Standard ,
Fiduciary Duty ,
General Corporation Law ,
Liability ,
Minority Shareholders ,
Self-Interest ,
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Shareholder Litigation ,
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TripAdvisor
As we enter the 2023 proxy season, we are sending our annual memorandum to call your attention to certain matters of Maryland law, some new and some continuing, relating to proxy materials and annual meetings about which we...more