In this issue, we discuss recent Delaware court developments regarding officer liability, who can recover “lost-premium” damages, and trends in books and records actions, among other topics....more
12/27/2023
/ Board of Directors ,
Books & Records ,
Corporate Governance ,
Corporate Misconduct ,
Corporate Officers ,
Delaware General Corporation Law ,
Fiduciary Duty ,
Misappropriation ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders ,
Trade Secrets
Sometimes when a board is considering a strategic transaction, it may find that a key figure who can influence the deal process — for example, a founder, controller or CEO-negotiator — has a potential conflict of interest....more
11/10/2023
/ Acquisitions ,
Board of Directors ,
Capital Markets ,
Conflicts of Interest ,
Corporate Governance ,
Information Sharing ,
Internal Investigations ,
IRS ,
Merger Controls ,
Mergers ,
Partnerships ,
Private Equity ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Wealth Tax
Boards routinely confront an array of difficult issues. In this issue of The Informed Board, we tackle four of the thorniest and most topical:
- How to preserve the integrity of a deal process where a key fiduciary (say,...more
11/9/2023
/ Acquisitions ,
Artificial Intelligence ,
Board of Directors ,
Corporate Governance ,
Cryptocurrency ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Fiduciary Duty ,
Information Sharing ,
Internal Investigations ,
Investment ,
Investors ,
IRS ,
Merger Controls ,
Mergers ,
Partnerships ,
Shareholders ,
Wealth Tax
Board minutes are an essential part of a company’s internal record keeping. But they are more than a routine, formal exercise. They also play a pivotal role in stockholder litigation. As a contemporaneous record, plaintiff...more
The proliferation of U.S. sanctions and other regulations affecting cross-border transactions has implications for directors, who may be personally liable for violations in some cases. Meanwhile, the Securities and Exchange...more
12/9/2022
/ Anti-Monopoly ,
Board Meetings ,
Board of Directors ,
China ,
Competition ,
Compliance ,
Corporate Counsel ,
Corporate Entities ,
Corporate Governance ,
Corporate Minutes ,
Corporate Officers ,
Cybersecurity ,
Disclosure ,
Documentation ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Exports ,
Financial Fraud ,
Financial Reporting ,
Foreign Policy ,
Joint Venture ,
Market Abuse ,
Merger Controls ,
Money Laundering ,
Non-GAAP Financial Measures ,
Revenue ,
Securities and Exchange Commission (SEC) ,
State Administration for Market Regulation (SAMR) ,
US Trade Policies
The 10 most common client misconceptions about the attorney-client privilege -
Protecting corporate confidences has become more challenging in the COVID-19 world, as directors and executives work from home and other...more