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Corporate Counsel Fiduciary Duty

Troutman Pepper Locke

Delaware Court of Chancery Holds That the Exercise of a Midstream-Adopted Call Right Was Invalid

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In Ban v. Manheim, the Delaware Court of Chancery held that the exercise of a call right against a stockholder of a Delaware corporation was invalid under Section 202 of the Delaware General Corporation Law (DGCL) because the...more

Bradley Arant Boult Cummings LLP

The Potential Double Whammy: Will the Company Have to Pay the Legal Fees of Disloyal Former Insiders If the Company Sues Them?

In a real-life case of adding insult to financial injury, companies harmed by the disloyal actions of their former partners, officers, managers or employees (the “former insiders”) may also have to pay their legal fees when...more

Husch Blackwell LLP

Employers Continue to Face ERISA Tobacco Surcharge Lawsuits, With Mixed Results

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Recently, companies have seen a spate of class action lawsuits challenging the legality of tobacco cessation wellness programs and related tobacco surcharges imposed by their employer-sponsored health benefit plans....more

Conyers

The Duties of Independent Directors in Amalgamations and Mergers

Conyers on

This article is the second of a three-part series analysing the decision of Justice Martin in Glendina Pty Limited & Ors v NKWE Platinum Ltd (2025) SC (Bda) 15 Civ – the first “fair value” appraisal claim under section 106...more

Vinson & Elkins LLP

Delaware Supreme Court Sets High Bar for Counterparty Aiding and Abetting Liability in M&A Deals

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The Delaware Supreme Court’s June 17, 2025 decision in In re Columbia Pipeline Group Merger Litigation reversed a $199 million damages award against TC Energy for aiding and abetting breaches by fiduciaries of Columbia...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Supreme Court Reaffirms Protection of Arm’s-Length Bargaining

On June 17, 2025, the Delaware Supreme Court reversed a post-trial finding of aiding and abetting liability against a third-party arm’s-length buyer. In doing so, the court built upon another recent decision and reaffirmed...more

Jackson Lewis P.C.

Sixth Circuit Affirms Dismissal of Excessive Fee Case Against DENSO International

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The Sixth Circuit recently granted an employer win in an ERISA excessive fee case when it affirmed the dismissal of a proposed class action brought by current and former employees of DENSO International America, Inc., a...more

Littler

Littler Lightbulb – May Employment Appellate Roundup

Littler on

Fourth Circuit Dismisses White Employee’s Race, Gender, and Retaliation Claims - Barnhill v. Pamela Bondi, __ F.4th __ (4th Cir. May 15, 2025) involved claims by a white Department of Justice Drug Enforcement Administration...more

Fisher Phillips

Federal Appeals Court Decision Reminds Employers About Their Duty to Monitor Service Providers of ERISA-Covered Health and Welfare...

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A federal appeals court just illustrated the importance of an employer’s duty to monitor service providers that assist with the administration of employee welfare benefit plans. In the May 21 decision of Tiara Yachts v. Blue...more

JAMS

Across Borders and Barriers: How Culture Shapes the Law in International Legal Negotiations

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The idea for “Across Borders and Barriers: Insights Into International Legal Negotiations” was born from years of observing what too often goes unsaid in cross-border legal practice: that most of the difficulty lies not in...more

DLA Piper

Amendments to Delaware General Corporation Law Expand Safe Harbor for Controlling Stockholder Transactions and Circumscribe Books...

DLA Piper on

The Governor of Delaware has signed into law Senate Bill 21 (SB 21), which amends certain sections of the Delaware General Corporation Law (DGCL) governing controlling stockholder transactions under DGCL Section 144 and...more

Morrison & Foerster LLP

Top 5 SEC Enforcement Developments for March 2025

Each month, we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •An SEC action alleging an insider trading scheme and...more

A&O Shearman

Supreme Court’s Cornell decision sets low pleading bar for ERISA claims

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In a decision poised to change the landscape of Employee Retirement Income Security Act of 1974 (“ERISA”) litigation, on April 17, 2025, the Supreme Court held in Cunningham et al. v. Cornell University et al. that a claimant...more

Goodell, DeVries, Leech & Dann, LLP

Attorneys Must Clarify Their Role to Clients

Earlier this year, the ABA Standing Committee on Ethics and Professional Responsibility issued Formal Opinion 514 addressing a lawyer’s obligations for advising an organizational client when the advice might also be relied...more

Holland & Hart - The Benefits Dial

Every Little Thing … Employer Considerations as New 401(k) Lawsuit Includes Extensive Claims

by Alex Smith A recently filed lawsuit related to Swiss Re’s 401(k) plan stands out because of the extensive assortment of allegations...more

Fenwick & West LLP

Delaware Revamps Its General Corporation Law - Will It Be Enough to Keep Companies from Leaving?

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On March 25, 2025, Delaware Gov. Matt Meyer signed into law significant amendments to §§ 144 and 220 the Delaware General Corporation Law (DGCL)....more

Blake, Cassels & Graydon LLP

Guide to Canadian Public Mergers and Acquisitions

From navigating relevant legislation and regulators to choosing the right deal structure, there are many factors to consider in Canadian M&A deals. Our guide addresses the key challenges and questions businesses may encounter...more

Fishman Haygood LLP

ABA Issues Formal Opinion for Lawyers Advising Organizational Clients Where Constituents Might Have Conflicts of Interests or Be...

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The American Bar Association (ABA) Standing Committee on Ethics and Professional Responsibility recently issued Formal Opinion 514 regarding a lawyer’s obligations when advising organizational clients. Under such...more

Snell & Wilmer

Five Things to Know about the DOL’s New VFCP Self-Correction Feature Taking Effect Next Week

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By Amberlee Lapointe On January 14, 2025, the DOL’s Employee Benefits Security Administration (“EBSA”) released updates to its Voluntary Fiduciary Correction Program (“VFCP”), along with a News Release and Fact Sheet...more

Womble Bond Dickinson

Delaware Court of Chancery Reminds Delaware Counsel of the Court’s Expectations

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The Delaware Court of Chancery is the nation’s preeminent business court due to the large number of businesses that call Delaware home. Both Delaware state and federal courts require Delaware counsel to be actively involved...more

Warner Norcross + Judd

Key Update on WARN Act: Bankruptcy Court Limits Employer Liability in Mass Layoffs

The Federal Worker Adjustment Retraining Notification (WARN) Act requires employers to give workers 60 days’ written notice of a plant closing or mass termination. In the latest update to an important case interpreting the...more

Katten Muchin Rosenman LLP

The Delaware Legislature Proposes Sweeping Amendments to the DGCL

On February 17, 2025, a bipartisan group of legislators seeking to “promote clarity and balance in Delaware’s corporate law” introduced Senate Bill 21 (the “Bill”) to amend the Delaware General Corporation Law (“DGCL”). If...more

Wilson Sonsini Goodrich & Rosati

Delaware Legislators and Governor Propose Landmark Legislation

On February 17, 2025, Delaware’s legislative leaders and Governor announced landmark legislation and initiatives that would, if enacted into law, result in welcome and much-needed amendments to Delaware corporate law to...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Corporate Law: Recent Trends and Developments

On January 28, 2025, Skadden hosted a webinar on recent developments in Delaware corporate law. Skadden partners Howard Ellin (Mergers and Acquisitions/New York), Ed Micheletti (Litigation/Wilmington) and Jenness Parker...more

Pullman & Comley - Labor, Employment and...

Retirement Plan Update – Forfeitures are New Focus of Fiduciary Breach Litigation

Many employer-sponsored defined contributions plans, including 401(k) profit sharing plans and money purchase pension plans include a vesting schedule – a period over which a plan participant earns a nonforfeitable right to...more

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