Corporate Misconduct, Breach of Duty, Corporate Officers

Unreasonableness Or Carelessness Is Insufficient To Prove Liability In Nevada

Allen Matkins on 4/8/2025

Nevada's exculpatory statute, NRS 78.138(7), requires a plaintiff to both rebut a statutory presumption of good faith and prove a breach of fiduciary duty involving intentional misconduct, fraud, or a knowing violation of the...more

When Dismissing A Case Violates Due Process

Allen Matkins on 11/4/2024

When a shareholder sues derivatively, the shareholder is seeking relief not for itself, but for the corporation. Therefore, it should be expected that the shareholder is not free to compromise or dismiss the suit absent...more

Do Corporate Boards Necessarily Breach Their Fiduciary Duties When They Approve Illegal Conduct?

Allen Matkins on 9/19/2023

In a recent blog post on the Business Law Prof Blog, Tulane Law professor Ann M. Lipton opined...more

Delaware Court Of Chancery Denies Motion To Dismiss Breach Of Fiduciary Duty Claim Against Director Who Abstained From Merger Vote

A&O Shearman on 6/3/2022

On May 25, 2022, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery denied a motion to dismiss a stockholder derivative claim against a director of Fat Brands Inc. (the “Corporation”) for alleged breach of...more

Delaware Court Of Chancery Dismisses Derivative Claims Challenging A Convertible Debt Issuance At The Onset Of The COVID-19...

A&O Shearman on 12/8/2021

On November 23, 2021, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed stockholder derivative claims for breach of fiduciary duty against the directors of Wayfair, Inc. (the “Company”). ...more

Skadden's 2019 Insights: Expanding Theories of Liability in the #MeToo Era

Skadden, Arps, Slate, Meagher & Flom LLP on 1/22/2019

Alleged workplace harassment is not a new phenomenon, but in the wake of allegations of sexual misconduct in the corporate context, plaintiffs increasingly are targeting an expanded group of defendants, including public...more

Delaware Superior Court Applies “Capacity” Exclusion to Deny Coverage Under D&O Policy

White and Williams LLP on 12/5/2018

In Goggin v. National Union Fire Insurance Company of Pittsburgh, PA, the Delaware Superior Court denied the insured directors’ motion for judgment on the pleadings after construing an exclusion in the applicable D&O...more

Corporate Misconduct › Breach of Duty › Corporate Officers