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Fiduciary Duty Corporate Officers Business Litigation

PilieroMazza PLLC

Managing Litigation Risk During the Business Lifecycle, Part 5: Fiduciary Duties

PilieroMazza PLLC on

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

Allen Matkins

Unreasonableness Or Carelessness Is Insufficient To Prove Liability In Nevada

Allen Matkins on

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

Goodwin

What to Do When Faced With a Potential Claim Under Your D&O Insurance Policy

Goodwin on

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

Sheppard Mullin Richter & Hampton LLP

The Delaware Court of Chancery Confirms that Duty of Oversight Claims Against Corporate Officers Are Subject to the Same High...

In Segway Inc. v. Hong Cai, 2023 Del. Ch. LEXIS 643 (Del. Ch. Dec. 14, 2023), the Delaware Court of Chancery (Will, V.C.) dismissed a claim for breach of fiduciary duty brought by Segway Inc. (the “Company”) against its...more

Troutman Pepper Locke

Delaware Court of Chancery Confirms Enforceability of NVCA Covenant Not to Sue for Breach of Fiduciary Duty

Troutman Pepper Locke on

In New Enterprise Associates 14, L.P. v. Rich, the Delaware Court of Chancery held that a covenant not to sue for breach of fiduciary duty, which was contained in a stockholder's agreement and modeled after the NVCA model...more

Winstead PC

Litigating Minority Shareholder Rights - Presentation

Winstead PC on

David F. Johnson presented his paper “Business Divorce: Minority Shareholder Rights In Texas” to the State Bar of Texas’s Business Disputes Course on September 2-3, 2021. This presentation addressed shareholder oppression...more

Farrell Fritz, P.C.

Better Part of Valor: Delaware Supreme Court Rules No Ratification Defense for Director Grants under Discretionary Plans

Farrell Fritz, P.C. on

What happens when corporate directors approve their own awards under an equity incentive plan? Under Delaware law, so long as the plan is approved by a majority of the fully informed, uncoerced and disinterested stockholders,...more

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