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Board of Directors › Corporate Culture › Fiduciary Duty

Jones Day

Board Leadership in Navigating Volatility

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Public company boards are facing an unprecedented convergence of destabilizing forces, including geopolitical shocks, inflation, supply-chain disruptions, social unrest, and rapid technological change. At the same time,...more

Nelson Mullins Riley & Scarborough LLP

Delaware’s Duty of Oversight Applies to Corporate Officers

Nelson Mullins Riley & Scarborough LLP on

In a recent decision, the Delaware Court of Chancery determined for the first time that corporate officers owe a duty of oversight under Delaware Law. The case, In re McDonald’s Corporation Stockholder Derivative Litigation,...more

Bennett Jones LLP

Delaware Court Extends a Director's Duty of Oversight to Officers—What Could This Mean for Canadian Directors and Officers?

Bennett Jones LLP on

In the United States, corporate directors owe, as a subset of their duty of loyalty, a duty to monitor and oversee the operations of the company, referred to as the "duty of oversight" in this blog. This duty is known as the...more

Goodwin

McDonald’s Part Two: Delaware Court of Chancery Dismisses Caremark Claims Against Directors Arising From Sexual Harassment Issues

Goodwin on

On March 1, 2023, in In re McDonald’s Corporation Stockholder Derivative Litigation, Vice Chancellor Travis Laster of Delaware’s Court of Chancery granted a motion to dismiss derivative claims against McDonald’s directors...more

Polsinelli

Delaware Court of Chancery Establishes Duty of Oversight Extends to Officers

Polsinelli on

In a significant and far-reaching development in Delaware corporate law, the Delaware Court of Chancery recently held in In re McDonald’s Corporation Stockholder Derivative Litigation, C.A. No. 2021-0324-JTL (Del. Ch. Jan....more

The Volkov Law Group

Delaware Court Extends Caremark Duty of Oversight to Senior Officers

The Volkov Law Group on

In a far-reaching decision with significant implications, the Delaware Chancery Court recently issued a decision confirming that Caremark duty of oversight obligations extends to senior officers.  This will have an immediate...more

Fisher Phillips

Red Flags Mean Danger! 6 Key Steps for Businesses as Delaware Expands Fiduciary Liability for Corporate Officers

Fisher Phillips on

Human Resources Executives and Chief Compliance Officers now face the potential for increased personal liability following a first-of-its-kind decision from a Delaware court, which established the fiduciary duty of oversight...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Holds that Officers of a Delaware Corporation Are Subject to Fiduciary Duty of Oversight

Sheppard Mullin Richter & Hampton LLP on

In In re McDonald’s Corp. Stockholder Derivative Litigation, No. 2021-0324 (Del. Ch. Jan. 26, 2023), the Delaware Court of Chancery (Laster, V.C.) held that officers of a Delaware corporation are subject to a fiduciary duty...more

Goodwin

Delaware Court of Chancery Finds for the First Time That Officers’ Fiduciary Duties Include Caremark Duty of Oversight, and That...

Goodwin on

On January 25, 2023, in In re McDonald’s Corporation Stockholder Derivative Litigation, Vice Chancellor Travis Laster of Delaware’s Court of Chancery denied a motion to dismiss a derivative lawsuit against David Fairhurst,...more

Society of Corporate Compliance and Ethics...

[Event] Regional Compliance & Ethics Conference - March 28th, Phoenix, AZ

Society of Corporate Compliance and Ethics... on

Looking for compliance training and networking in your area? SCCE’s Regional Compliance & Ethics Conferences offer practitioners convenient, local compliance training, including updates on the latest news in regulatory...more

The Volkov Law Group

Board Members Should Take Note — Delaware Supreme Court Issues Important Decision on Caremark Compliance Standard

The Volkov Law Group on

I have long predicted that corporate board members are in for a rude awakening. Corporate boards have to improve their ability and knowledge surrounding supervision and monitoring of a company’s ethics and compliance...more

Verrill

12 Days of HR: Does Your Company have a “Baby It's Cold Outside” Attitude and What To Do To Change That?

Verrill on

In recent years, the familiar seasonal duet “Baby It's Cold Outside” has come under fire as attitudes toward appropriate interactions between men and women have changed. Originally intended as a song of “flirty” banter, it...more

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