Marjorie Duffy on Board of Directors

Delaware Restores Balance and Provides Greater Certainty for Fiduciaries and Stockholders Alike

On March 25, 2025, Delaware enacted amendments to the Delaware General Corporation Law ("DGCL") that provide much-needed clarity, promote predictability for the benefit of stockholders and fiduciaries alike, and appropriately...more

3/27/2025 / Amended Legislation , Board of Directors , Business Litigation , Corporate Governance , Delaware , Delaware General Corporation Law , Doing Business , Fiduciary Duty , Jurisdiction , New Legislation , Regulatory Reform , Risk Management , Shareholders

Delaware Supreme Court Reverses Chancery Court and Applies Business Judgment Review to Reincorporation

Controlled companies and their directors appealed the denial of their motions to dismiss claims by stockholder-plaintiffs challenging the conversions of the companies from Delaware to Nevada corporations....more

2/11/2025 / Appeals , Board of Directors , Business Entities , Conversion , Corporate Governance , DE Supreme Court , Delaware , Fiduciary Duty , Shareholders

Delaware Authorizes 102(b)(7) Exculpation of Senior Officers

In Short - The Situation: Until now, Delaware corporations could eliminate or limit monetary liability for breaches of the duty of care only by directors—but not officers. ...more

8/10/2022 / Board of Directors , Breach of Duty , Corporate Officers , Duty of Care , Fiduciary Duty

Delaware Court Ruling Raises Privilege Concerns for Communications With Outside Directors

The Situation: Use by outside directors of non-company email accounts or other non-secure platforms to conduct board business risks waiver of the board's privilege. Even if the privilege is maintained, use of such an account...more

1/13/2021 / Attorney-Client Privilege , Board of Directors , Confidential Information , Corporate Counsel , Document Productions , Email , Internal Communications , Policies and Procedures

DGCL Amendments: Key Highlights for Delaware Corporations

The Situation: In response in part to the COVID-19 pandemic, the Delaware legislature amended the Delaware General Corporation Law to address emergency bylaws and related powers exercised by a corporation's board of...more

8/17/2020 / Board of Directors , Bylaws , Coronavirus/COVID-19 , Corporate Counsel , Corporate Governance , Delaware General Corporation Law , Directors , Emergency Management Plans , Emergency Powers , Indemnification , New Amendments , Securities and Exchange Commission (SEC) , Shareholder Meetings

Delaware Chancery Court Addresses Directors’ Duty to Monitor Mission-Critical Regulatory Compliance

The Situation: Directors of a biopharmaceutical company face potential liability where they knew—or should have known—that the company was not complying with regulations governing a matter of critical importance to the...more

10/17/2019 / Board of Directors , Breach of Duty , Caremark claim , Compliance , DE Supreme Court , Duty to Monitor , Regulatory Oversight , Regulatory Requirements , Shareholder Litigation

Delaware Supreme Court Reinforces Directors’ Oversight Obligations on Mission-Critical Subjects

The Situation: Directors of Blue Bell Creameries USA, Inc. ("Blue Bell") were sued for breach of fiduciary duty following a lethal listeria outbreak in its ice cream facilities. Applying the duty of oversight first...more

8/8/2019 / Blue Bell Creameries , Board of Directors , Breach of Duty , Business Judgment Rule , Caremark claim , DE Supreme Court , Derivative Suit , Duty of Loyalty , Food Manufacturers , Food Safety , Listeria , Oversight Duties , Section 220 Request

Marjorie Duffy

Jones Day

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