Nonprofit Quick Tip: State Filings in Mississippi and Georgia
10 For 10: Top Compliance Stories For the Week Ending August 23, 2025
Data Driven Compliance: The Failure to Prevent Fraud Offense: Insights for US General Counsels with Mike DeBernardis
Culture Crafters: Building a Culture of Accountability in the Face of Disasters
Operationalizing Trust at Scale: Evolving Compliance: Neta Meidav on the Diligent Acquisition and AI Integration
Innovation in Compliance: Gaurav Kapoor on Risk Management and the Role of AI in GRC
FCPA Compliance Report: Accountability in Times of Crisis: A Conversation with Tom Fox and Sam Silverstein
Sunday Book Review: August 17, 2025, The More Books from the Ethicsverse Library Edition
Compliance Tip of the Day: How a CFO Views Compliance and Risk
Data Driven Compliance – James Tillen on the Importance of Cross-Functional Collaboration in Complying with the FTPF Offense
2 Gurus Talk Compliance: Episode 57 — The Tom on His Highhorse Edition
AI Today in 5: August 15, 2025, The AI as Boss Episode
What to Do When Leadership Doesn’t Take Compliance Seriously
Daily Compliance News: August 14, 2025 The End of Dial Up Edition
Compliance Tip of the Day: Finance Models for Compliance
Compliance Tip of the Day - Extending Compliance Value Across Your Organization
Daily Compliance News: August 11, 2025, The Boss Doesn’t Work Edition
Compliance Tip of the Day: Design - Centric Internal Controls
Adventures in Compliance: The Novels - The Valley of Fear, Sherlock Holmes’ Investigative Techniques for Today’s Challenges
FCPA Compliance Report - Episode 770 - Integrating ESG in Global Outsourcing: Insights from Inge Zwick
On March 25, 2025, Delaware Governor Matt Meyer signed into law significant amendments to the Delaware General Corporation Law (DGCL). The changes—specifically to Sections 144 and 220—introduce new safe harbor protections for...more
This page provides an update on Cornerstone Research’s analysis of settlement outcomes for parallel derivative lawsuits, in which a shareholder derivative action features the same or similar allegations as a securities class...more
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
Campanella v. Rockwell, C.A. No. 2021-1013-LWW (Del. Ch. Feb. 18, 2025) - Under the Corwin doctrine, the business judgment rule will apply when a transaction is approved by a fully informed uncoerced vote of disinterested...more
Mark Zuckerberg and other current and former Meta Platforms, Inc. (Meta) executives have reached a settlement with a group of Meta shareholders. The parties reached this settlement at the beginning of the second day of an...more
The California Supreme Court handed a major victory to Delaware corporations facing shareholder litigation in California courts but left open questions about how durable the success will be. In EpicentRX v. Superior Court...more
Forum selection clauses have long been a feature of commercial contracting. Since then-Chancellor Strine’s decision in Boilermakers Local 154 Ret. Fund v. Chevron Corp., Delaware corporations have routinely included such...more
In a closely watched decision issued on July 21, 2025, the California Supreme Court, in EpicentRx, Inc. v. Superior Court, held that a forum selection clause requiring shareholder lawsuits to be brought in the Delaware Court...more
In EpicentRx, Inc. v. Superior Court, Case No. S282521, 2025 WL 2027272 (Cal. July 21, 2025), the California Supreme Court held that forum selection clauses may be enforced against California plaintiffs even when the selected...more
Delaware corporations headquartered in California can now successfully move to dismiss investor suits filed in California when the corporations’ governing documents contain forum selection clauses mandating the Delaware Court...more
The Delaware Court of Chancery dismissed three claims in Ritchie v. Baker (6/25). Broadly speaking, the plaintiff failed to adequately plead demand futility under Court of Chancery Rule 23.1 because the complaint did not...more
Almost overnight, generative artificial intelligence (GenAI) has become ubiquitous in numerous aspects of life, both personal and work-related. Nearly all major law firms have begun to explore and, in many instances, have...more
In re Trade Desk, Inc. Deriv. Litig., Consol. C.A. No. 2022-0461-PAF (Del. Ch. Feb. 14, 2025) - In this decision, the Court of Chancery found that stockholders challenging a controlling stockholder’s equity compensation...more
In a recent decision, Thomas J. Scaramellino v. Arencibia Holdco, LLC, the Delaware Court of Chancery refused to allow the unitholder of a Delaware LLC to access “informal” LLC books and records—email, text messages, Slack,...more
In England and the United States, legal professional privilege or attorney-client privilege is considered fundamental to the administration of justice, allowing clients to make confidential, full, and frank disclosure to...more
On June 17, 2025, the Delaware Supreme Court (Court), sitting en banc, reversed a Court of Chancery ruling that had held a bidder liable for aiding and abetting fiduciary breaches of the target’s management....more
The Texas legislature concluded its 89th Regular Session on June 2, 2025. During the session, the energy industry paid significant attention to legislative actions impacting the power industry in the areas of grid management,...more
The Supreme Court of Delaware reversed the Court of Chancery's application of the entire fairness standard to a company's decision to redomesticate. In the proceedings below, the minority shareholders of TripAdvisor, Inc. and...more
On an interlocutory appeal from a decision denying a motion to dismiss, the Delaware Supreme Court reversed, holding that stockholder challenges to TripAdvisor’s decision to reincorporate in Nevada were governed by the...more
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
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
As previously discussed in our Corporate Governance Insight on March 20, 2025, certain companies and investors continue to reassess whether to incorporate or form in the state of Delaware or move to another state. A recent...more
Delaware has long been the leading jurisdiction in which companies incorporate. According to Delaware’s published statistics from 2023...more
The Delaware Superior Court has held that an underlying shareholder lawsuit and prior litigation alleging certain common facts did not arise out of Interrelated Wrongful Acts, and did not trigger either the Prior Notice or...more
As states compete to become the preferred jurisdiction for incorporation, Texas has taken a bold step with significant amendments to its Texas Business Organizations Code. Following Delaware’s recent pro-management...more