“Monsters, Inc.” y el buen gobierno corporativo
Revisiting Financial Institution Incentive Compensation Rules Under Dodd-Frank — The Consumer Finance Podcast
What the Delaware McDonald's Decision Means for Corporate Officers and Compliance Programs
In the Boardroom With Resnick and Fuller - Episode 4
Compliance into the Weeds - McDonald’s and Duty of Corporate Officer Oversight
Nonprofit Basics: Designators, Members, Directors, Officers: The Who’s Who of Nonprofit Governance
How to Secure Advances to Fund Legal Fees
Change of Control: Golden Parachute Rules in the Sale Process
Bar Exam Toolbox Podcast Episode 124: Listen and Learn -- Duty of Loyalty (Corporations)
Law School Toolbox Podcast Episode 282: Listen and Learn -- Duty of Loyalty (Corporations)
The Responsible Corporate Officer Doctrine and the Food, Beverage and Agribusiness Industry — What You Need to Know
Compliance Perspectives: Compliance Challenges in India
Compliance Perspectives: The German Corporate Sanctions Act
Nota Bene Episode 94: Mapping COVID-19’s Impact on American Bankruptcy and Restructuring with Edward Tillinghast
Top Three Cybersecurity Misconceptions
D&O in Brazil and Latin America
CorpCast Episode 2: Advancement 101
Homebuilder Series Webinar: Fiduciary Duties & Auditor Liability
FCPA Compliance and Ethics Report-Episode 117-the Avon FCPA Enforcement Action
With the deadline for mandatory use of EDGAR Next around the corner – September 15th – here are the five biggest issues we’ve been working with clients on (as told to me by Cooley’s Luci Altman), some of which mirror the “Top...more
Retired senior executives often receive, or seek out, public company directorships as the next step in their journeys. Before accepting, they should carefully evaluate key areas to make sure they are prepared for the...more
Litigation risk is an unavoidable aspect of running a business, but with thoughtful planning, exposure can be significantly reduced. From contractual disputes to employment disputes, potential legal challenges can arise at...more
Texas continues to position itself as a business-friendly jurisdiction of choice with the passage of Senate Bill 2411, signed by Governor Greg Abbott on May 27, 2025. Effective September 1, the new law amends the Texas...more
In this issue of The Informed Board, we go behind all the talk about companies reincorporating in states other than Delaware. In our lead article and our podcast, we point out that few companies actually moved, and we explain...more
Matthew Massengill is a director and former chairman and CEO of Western Digital, which announced plans in October 2023 to spin off its flash memory businesses from the division that makes hard drives. He spoke with The...more
Amendments to Section 144 of the Delaware General Corporation Law (DGCL) broaden safe harbor protections for interested director and officer transactions and extend such protections to controlling stockholder transactions....more
On March 25, Delaware adopted significant amendments to §§ 144 and 220 of the Delaware General Corporation Law which aim to provide greater clarity and predictability to corporate fiduciaries in light of certain recent...more
In late March 2025, the Delaware General Assembly enacted, and Governor Matt Meyer signed, bipartisan legislation making significant amendments to the Delaware General Corporation Law (DGCL)....more
In perhaps one of the most significant revisions to the Delaware General Corporation Law (DGCL), on March 25, 2025, the governor signed into law amendments overhauling much of the state’s law relating to conflicted...more
On March 25, 2025, significant amendments to the General Corporation Law of the State of Delaware (the DGCL), intended to provide greater certainty to transaction planners in light of recent Delaware case law developments,...more
Depending on the scope of the policy, the policy may also provide coverage for members of corporate committees or defined classes of volunteers. Corporations do! Whether for-profit or non-profit, corporations act through...more
On March 25, 2025, Delaware Governor Matt Meyer signed into law Senate Bill 21, amending Sections 144 and 220 of Title 8 of the Delaware General Corporation Law (DGCL). The legislation responds to recent concerns over...more
On March 25, 2025, sweeping changes to the Delaware General Corporation Law (the DGCL) took effect (the amendments). The amendments introduce new “safe harbor” provisions designed to cleanse conflict transactions involving...more
everal 2024 decisions by the Delaware Court of Chancery led some prominent corporate leaders to express frustration over perceived increased liability standards for corporate officers and directors, even publicly advising new...more
In Gilbert v. Unisys Corp., the Delaware Court of Chancery held that two former employees with the title of Vice President were entitled to advancement of litigation expenses brought by the corporation, despite the fact that...more
Making a claim under your directors and officers (D&O) insurance policy should be straightforward, right? Not quite. We suggest you consider the following approaches to help you navigate the claim process and maximize the...more
Gilbert v. Unisys Corp., C.A. No. 2023-0513-PAF (Del. Ch. Aug. 13, 2024) - In this decision, the Court of Chancery held that the plaintiffs were entitled to advancement of legal fees and expenses from their former...more
Last month, the State Attorney-General and the Israel Securities Authority published their positions with regard to the overruling mechanism. The context relates to the requirement for public companies and private companies...more
In 2024, Delaware courts continued to address important areas of corporate law, particularly regarding controlling stockholders. Several of those high-profile decisions were decided at the trial level and are now on appeal....more
Last week Kevin M. LaCroix reported that the Board of Directors of the Federal Deposit Insurance Corporation had voted unanimously to approve the staff’s request for authorization to file a suit against six former officers...more
A little more than eight years ago, I wrote about U.S. District Court Judge Ronald M. Whyte's ruling that a corporate board of directors lacks the capacity of being sued. Theta Chi Fraternity, Inc. v. Leland Stanford Junior...more
As the February 10, 2025, implementation deadline for the new Hart-Scott-Rodino (HSR) filing forms and instructions rapidly approaches, companies that are considering acquisitions or mergers, whether as a buyer or seller,...more
After the premiere performance of Mozart's singspiel Entführung aus dem Serail (The Abduction from the Seraglio) in Vienna’s old Burgtheatert, Emperor Joseph II of Austria reportedly quipped "Too many notes, dear Mozart, too...more
Although parties in American litigation usually are responsible for paying their own attorneys' fees, there are many exceptions. One of those exceptions is when someone confers a "common benefit". A common benefit may, for...more