Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation
Bar Exam Toolbox Podcast Episode 167: Listen and Learn -- Direct and Derivative Actions (Corporations)
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)
On January 10, 2025, in Spence v. American Airlines, a federal district court in Texas ruled that American Airlines (the company) and the committee overseeing its 401(k) plans (the committee) breached their duty of loyalty...more
Since we last discussed environmental, social, and corporate governance (“ESG”) developments in the context of ERISA retirement plans, ESG litigation has taken a rather unexpected turn. Although the plan lineup in Spence v....more
On January 10, 2025, the U.S. District Court for the Northern District of Texas found that American Airlines and its employee benefit committee (EBC) breached their fiduciary duty of loyalty under the Employee Retirement...more
Keypoint: A revised version of the American Data Privacy and Protection Act was formally introduced in the House and voted out of a subcommittee. As we previously reported, on June 3, 2022, a bipartisan and bicameral group...more
Investors filed a derivative suit claiming that the company knew about, and failed to mitigate known, existing cybersecurity risks and shortfalls prior to the security breach. In early November, pension funds and...more
On October 2, 2020, the Northern District of Illinois ruled on motions to dismiss in a closely-watched cybertheft lawsuit arising out of the theft of $245,000 from a participant’s account in the Abbott Laboratories Stock...more
California State Court Upholds Exclusive Federal Forum-Selection Charter Provision for 1933 Act Suits; California District Court Dismisses Fraud-Related Claims Against AT&T; Third Circuit Holds Challenge to SEC’s Decision to...more
Among the many claims brought by plaintiffs challenging investment offerings in defined contribution plans is the claim that plans should offer stable value funds in lieu of more conservative capital preservation funds, such...more
City of Fort Myers General § Employees’ Pension Fund v Haley, which was commenced in the Delaware Court of Chancery, grew out of the merger of equals between Towers Watson & Co. and Willis Group Holdings Public Limited...more
Kandi Technologies Group, Inc. is a publicly traded Delaware corporation based in China. The Company struggled persistently with its financial reporting and internal controls, encountering particular difficulties with...more
The following update highlights recent corporate governance hot topics and trends for directors of public companies. Board Oversight of Mission-Critical Risks - In June 2019, the Delaware Supreme Court allowed a Caremark...more
On April 1, 2019, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed for lack of demand a stockholder derivative suit against directors of Uber Technologies, Inc. (“Uber”) that asserted breach of...more
The US District Court for the District of Colorado granted partial summary judgment to 401(k) fiduciaries, holding that ERISA’s six-year statute of repose barred some claims and rejecting challenges to the plan’s fees....more
As with most things in life, you should hope for the best, but plan for the worst in the event that a valued employee leaves to join a competitor. This post contains some helpful tips to keep in mind following such a move by...more
A Pennsylvania federal court recently denied Defendant Synchrony Group, LLC’s motion to dismiss a trade secret lawsuit filed by Plaintiff Jazz Pharmaceuticals, Inc. (Jazz”) holding that Plaintiff sufficiently stated a trade...more
In the past two years, more than 16 prominent colleges and universities across the country have been targeted by class action lawsuits filed under the Employee Retirement Income Security Act (ERISA) challenging the fees and...more
In a surprise move late last week, Home Depot has agreed to settle a shareholders derivative suit filed against current and former members of the Board of Directors and the Chief Executive Officer and Chief Information...more
A number of claims have been made against companies’ directors and officers alleging a breach of fiduciary duty for failing to adequately oversee data security programs. To date, the defendants’ oversight of the programs and...more
Public companies that are proactively working to mitigate “cyber” risks and prepare to respond to potential incidents frequently ask whether a “breach” will lead to litigation, loss of customers, stock price decline, and...more
In one of the largest ever M&A-related recoveries for shareholders, Vice Chancellor J. Travis Laster ordered Dole Food Company, Inc.’s Chairman and CEO, David Murdock, and Dole’s former President, COO and General Counsel, C....more