Avoiding a Bored Board
Compliance Tip of the Day: COSO Governance Framework: Part 2, Oversight
Daily Compliance News: July 11, 2025, The What is a COI Edition
Five Tips for a New Public Company Director
Everything Compliance: Shout Outs and Rants: Episode 156
Compliance Tip of the Day – COSO Objective 1 – Control Environment
Sunday Book Review: June 15, 2025. The Books on Corporate Governance Edition
Compliance Tip of the Day: Board Oversight on Internal Controls
Great Women in Compliance: Board Bond - Why Ethics & Compliance Professionals Should Be on Boards and How to Get on One
Tariffs and Trade Series: What Boards of Directors Need to Know
Third-Party Risk The competitive world of banking struggles to keep up with technological advances, particularly in a regulatory environment.
The Privacy Insider Podcast Episode 4: Don't Be Evil: In the Hot Seat of Data Privacy, Part 1
REFRESH Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation
REFRESH Nonprofit Basics: Designators, Members, Directors, Officers - The Who’s Who of Nonprofit Governance
“Monsters, Inc.” y el buen gobierno corporativo
Market Leaders Podcast Episode 94: Exploring the Perils of Optics-Driven DEI Initiatives with Guest Mira Dewji
AGG Talks: Cross-Border Business Podcast - Episode 16: The Political and Legal Maze of ESG in the U.S. and Abroad
Episode 322 -- Checking in on Caremark Cases
Compliance into the Weeds: What Are Boards Doing About AI (Hint: Not Much)
Conflictos de interés en Colombia, nueva regulación
In re Oracle Corp. Deriv. Litig., C.A. No. 2017-0337 (Del. Jan. 21, 2025) - The Supreme Court affirmed the Court of Chancery’s decision in favor of the defendants in a derivative suit challenging Oracle’s acquisition of...more
Yesterday’s post concerned the recent decision by U.S. District Court Judge Charles R. Eskridge in Rowe v. Doris, 2025 WL 963590 (S.D. Tex. Mar. 31, 2025). The case involved claims arising from the merger of two Nevada...more
everal 2024 decisions by the Delaware Court of Chancery led some prominent corporate leaders to express frustration over perceived increased liability standards for corporate officers and directors, even publicly advising new...more
Delaware corporations contemplating conversion to another state should take note of the Delaware Supreme Court’s recent decision in Maffei, et al. v. Palkon, et al., in which the court ruled that Tripadvisor’s decision to...more
In a letter ruling, the Delaware Chancery Court held that where neither the target nor the acquiror was a Delaware entity, the transaction documents between the parties could not confer jurisdiction in the Chancery Court...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
When a court reviews contested business transactions of a Delaware corporation, they typically rely on one of two standards of review: the “business judgment rule” or the “entire fairness standard.” The business judgment rule...more
Tesla Motors Stockholder Litigation arises out of Tesla’s acquisition of SolarCity, a market leader in manufacturing and installing solar energy generation systems. On two occasions in 2015 and 2016, Elon Musk suggested to...more
This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year. Our criteria for selection are that the decision either meaningfully changed...more
The recently published “The Friedman Essay and the True Purpose of the Business Corporation” defends a view of stakeholder governance that reflects the following two basic flaws...more
The dawn of a new decade brings with it the certainty of ongoing challenges to the conduct of public company directors based on alleged breaches of fiduciary duty. This note is a brief reminder for directors of Delaware...more
Consistent with trends in recent years, in 2019 Delaware corporation law largely was shaped by post-closing suits for money damages against directors who had approved mergers and acquisitions. Two Delaware Supreme Court...more
On October 30, 2019, the Delaware Court of Chancery struck a major blow against the plaintiffs’ bar’s efforts to lower the statutory hurdle to maintaining stockholder derivative claims. A stockholder of Ultragenyx...more
Delaware corporations have always been required to provide certain information to their stockholders under Section 220 of the Delaware General Corporation Law (DGCL), but the scope and form of that information has naturally...more
What legal standard applies to assess a corporate board’s refusal to pursue litigation in response to a shareholder’s demand to take “all necessary actions” to correct alleged director misconduct?...more
Cummings v. Eden et al was a case where the Delaware Court of Chancery examined allegations that members of a board of directors breached their fiduciary duties in connection with the approval an asset acquisition at an...more
On February 13, 2018, Skadden hosted a webinar titled “ SEC Reporting & Compliance and Corporate Governance Series: Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” Executive...more
What is the most significant recent development in Delaware, from a litigation standpoint? The most significant recent development impacting deal litigation in Delaware is the continuing evolution of the Corwin doctrine,...more
In reading Chancellor Andre G. Bouchard’s ruling yesterday in Espinoza v. Zuckerberg, 2015 Del. Ch. LEXIS 273 (Del. Ch. 2015), I was reminded of the theological debate among Christians concerning justification by faith. The...more
We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments. In This Issue: - Q&A...more
A trio of opinions from the Delaware Supreme Court, each authored by Chief Justice Leo E. Strine, Jr., has reaffirmed Delaware’s deference to the business judgment of disinterested corporate decision-makers and restored...more
In derivative suits, cases are essentially lost and won at the motion to dismiss stage. Unless the defendants succeed in winning dismissal, they must confront an unhappy choice between continued litigation with all of its...more