News & Analysis as of

Corporate Governance Motion to Dismiss Disclosure Requirements

Morris James LLP

Chancery Dismisses Claims That a Merger Involved a Conflicted Controller but Allows Limited Discovery Into Alleged Disclosure...

Morris James LLP on

Whether a party is a controlling stockholder in a conflicted transaction determines the standard of review. If a stockholder owns more than 50% of the voting shares and therefore can control the board, there is no question it...more

Mintz - Securities & Capital Markets...

Caremark Liability Following the SEC’s New ESG Reporting Requirements

Recent developments in the Court of Chancery concerning a corporate board’s duty to monitor and provide oversight over a corporation’s operations, so-called Caremark claims, are likely to intersect with the Securities and...more

Jones Day

Recent Developments in Shareholder Derivative Litigation Concerning Diversity in Corporate Leadership

Jones Day on

The Situation: A number of shareholder derivative lawsuits in federal court have been filed seeking to hold directors and officers of major companies accountable for alleged failures to uphold their companies' stated...more

Dorsey & Whitney LLP

The Importance of Full Disclosure

Dorsey & Whitney LLP on

Directors and officers of corporations owe a duty of care and a duty of loyalty to both the corporation and its shareholders, although the duty of care for directors can be exculpated. A breach of these fiduciary duties can...more

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