Choosing a Trustee: Navigating the Complexities and Key Considerations
Five Tips for a New Public Company Director
Sunday Book Review: June 15, 2025. The Books on Corporate Governance Edition
PODCAST: Williams Mullen's Benefits Companion - Forfeitures Under Fire
PODCAST: Williams Mullen's Benefits Companion - Navigating Fiduciary Responsibilities in a Tide-Turning ESG Era
How ERISA Litigators Strengthen Plan Compliance and Risk Management: One-on-One with Jeb Gerth
What happens when a majority owner makes a bad-faith capital call?
#WorkforceWednesday®: New DOL Guidance - ERISA Plan Cybersecurity Update - Employment Law This Week®
John Wick - What You Need To Know about the Corporate Transparency Act
PODCAST: Williams Mullen's Benefits Companion - ERISA Forfeiture Litigation
Once Removed Episode 24: Expressing Goals and Intent for the Trust
Episode 322 -- Checking in on Caremark Cases
What Can A Tax Attorney Do For You? A Podcast With Janathan Allen
PODCAST: Williams Mullen's Benefits Companion - New Federal Rule Aims to Hold Investment Advisors to a Higher Standard
A Primer On Trusts - A Podcast with Janathan Allen
Podcast - Deberes fiduciarios de los administradores
New SEC Private Funds Rules – What Is Happening and What You Need to Know - Troutman Pepper Podcast
Podcast Episode 189: Adding Context to Compliance and Color To Your Legal Practice
BVI Companies and M&A
Basics of Impact Investing: A Conversation About Investment Policies and Evaluation Metrics For ESG Investors
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 recent decision out of the Texas Business Court’s Eleventh Division—Kassam v. Dosani, Cause No. 24-BC11A-0021—the court refused to let defendants fracture a complex business dispute into smaller pieces. The result? A...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
In Norman v. Strateman, No. A170356, 2025 WL 1802786 (Cal. App., 1st Dist., June 20, 2025), the California Court of Appeal held that a settlement of derivative claims reached among all shareholders of a close corporation was...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
To stem the recent tide of high-profile corporate “DExit” moves, Delaware has enacted Substitute 1 to Senate Bill 21 (SB 21) to amend the Delaware General Corporation Law (DGCL) effective March 25, 2025. To lure more...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
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
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
The United States District Court for the District of New Mexico, applying New Mexico law, has held that a prior acts exclusion in a directors and officers policy barred coverage for an investor lawsuit alleging a scheme to...more
NuVasive, Inc. v. Miles, C.A. No. 2017-0720-SG (Del. Ch. Jan. 31, 2025) - In an earlier decision, the Court denied defendant Alphatec Holdings, Inc.’s (“Holdings”) motion to dismiss, finding that issues of fact remained...more
Shareholder oppression has long been a favorite topic of mine—for good reason. A cornerstone of business divorce litigation, a claim of minority shareholder oppression under BCL 1104-a often invites creative argument over...more
In Ezrasons, Inc. v. Rudd, 2025 NY Slip Op. 03008, 2025 N.Y. LEXIS 717 (N.Y. May 20, 2025), the New York Court of Appeals reaffirmed the fundamental and controlling nature of the internal affairs doctrine as it relates to the...more
In Scaramellino v. Arencibia Holdco, LLC, Delaware’s Chancery Court recently approved a limited liability company’s narrow production in response to a broad books and records inspection demand, despite the petitioner’s...more
On May 20, 2025, the New York Court of Appeals affirmed the dismissal of a derivative action asserting claims for breach of fiduciary duty against officers and directors of a corporation incorporated under the laws of England...more
While litigation risk is an unavoidable aspect of running a business, business owners can limit such risks with early planning. In this third installment of PilieroMazza’s blog series, “Managing Litigation Risk During the...more
On May 14, 2025, Texas Governor Greg Abbott signed into law Senate Bill 29 (“SB 29”), which significantly reforms the Texas Business Organizations Code (“TBOC”). With these reforms, Texas aims to create a legal environment...more
Last week, Texas Governor Greg Abbott signed into law Texas Senate Bill 29, which includes a comprehensive package of amendments to the Texas Business Organizations Code aimed at reinforcing and revitalizing the governance...more
Texas Senate Bill 29 (SB 29), signed into law by Governor Abbott on May 14, 2025, and effective immediately, introduces substantial changes to the Texas Business Organizations Code that affect how businesses operate in the...more
In addition to blooming trees and longer days, spring in New York has ushered in a fresh crop of noteworthy decisions on intra-LLC disputes. Headliners include a boost to members’ rights to compel an accounting courtesy of...more
In civil litigation, the parties are strictly bound by their pleadings and it is not permissible to deviate from the same. Serious allegations of fraud or dishonesty must be pleaded distinctly and with the utmost...more
Bright-eyed Athena, the goddess of wisdom, was not birthed of a woman. Rather, she sprang from the head of Zeus after he swallowed Metis, the pre-Olympian goddess of wisdom...more
Eckert v. Hightower, C.A. No. 2024-0569-MTZ (Del. Ch. Mar. 24, 2025) - A board of directors approved compensation packages for the company’s CEO, who also was its controlling stockholder. The CEO was a member of the...more
In re Straight Path Commc’ns Inc. Consol. S’holder Litig., C.A. No. 2017-0486-SG (Del. Ch. Oct. 29, 2024) - The Court of Chancery in this stockholder class action refused to award attorneys’ fees where the Court found the...more
In Jacobs v. Akademos, the Delaware Chancery Court ruled that a cash-out merger that provided common shareholders in a privately held corporation, Akademos, Inc., with no value was nonetheless entirely fair. This decision...more