Regulatory Ramblings: Episode 74 - Global Women in AI/Corporate Director Liability: Discretionary, Not Fiduciary with Tram Anh Nguyen and Marc I. Steinberg
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
The law provides that nonprofit corporations, including community associations, must "act" through their board of directors. The board of directors is (typically) made up of community members who volunteer to serve as...more
The duty of oversight requires directors to (1) make a good faith effort to ensure that their corporations have proper reporting systems in place, and (2) take action to address red flags that indicate potential corporate...more
The decision articulates the standard for plaintiffs asserting derivative claims based on an alleged failure of oversight by directors and officers of California companies. Nearly three decades ago in the seminal case In...more
In a case of first impression, the Court of Chancery held recently that officers, like directors, owe their companies a duty of oversight, although the scope of that will vary with their responsibilities. Two other Chancery...more
On January 25, 2023, Vice Chancellor Laster of the Court of Chancery issued a significant decision, finding as a matter of first impression that corporate officers owe a duty of oversight akin to the oversight duties owed by...more
Corporate officers take note: Recent changes to Delaware law introduce a path towards additional protection and new potential liability for corporate officers. First, corporations may now amend their articles of incorporation...more
A claim for breach of the duty of oversight is known as a Caremark claim, after the landmark Delaware Court of Chancery decision in In re Caremark International Inc. Derivative Litigation (1996). Since then, Delaware courts...more
In a recent decision, the Delaware Court of Chancery determined for the first time that corporate officers owe a duty of oversight under Delaware Law. The case, In re McDonald’s Corporation Stockholder Derivative Litigation,...more
In the United States, corporate directors owe, as a subset of their duty of loyalty, a duty to monitor and oversee the operations of the company, referred to as the "duty of oversight" in this blog. This duty is known as the...more
In a significant and far-reaching development in Delaware corporate law, the Delaware Court of Chancery recently held in In re McDonald’s Corporation Stockholder Derivative Litigation, C.A. No. 2021-0324-JTL (Del. Ch. Jan....more
In the landmark case In re Caremark International Inc. Derivative Litigation (1996), the Delaware Court of Chancery clarified the standard of liability for oversight failures by directors. Specifically, the Delaware Court of...more
In former Chancellor Allen’s hallmark decision in In re Caremark International, Inc. Derivative Litigation, the Delaware Court of Chancery held that directors of a corporation owe stockholders the fiduciary duty of oversight....more
In a recent opinion, the Delaware Court of Chancery for the first time expressly held that corporate officers, like corporate directors, owe a duty of oversight. In defining the scope of the oversight duty at the officer...more
Human Resources Executives and Chief Compliance Officers now face the potential for increased personal liability following a first-of-its-kind decision from a Delaware court, which established the fiduciary duty of oversight...more
Last year, we discussed how stockholder complaints concerning environmental, social, and governance (“ESG”) issues were making their way to the courtroom and, specifically, how the Delaware Court of Chancery and Supreme...more
Delaware courts have firmly established that directors have oversight duties under the good-faith component of the fiduciary duty of loyalty. In the seminal Caremark decision, the Delaware Court of Chancery held that...more
In In re McDonald’s Corp. Stockholder Derivative Litigation, No. 2021-0324 (Del. Ch. Jan. 26, 2023), the Delaware Court of Chancery (Laster, V.C.) held that officers of a Delaware corporation are subject to a fiduciary duty...more
Alleged workplace misconduct—and the obligation to collect information and report up about it—rears its head again in yet another case, this time involving Activision Blizzard, Inc. Just last month, in In re McDonald’s...more
Vice Chancellor Laster Extends This Fiduciary Duty, Previously Recognized only as to Corporate Directors - On January 25, 2023, the Delaware Court of Chancery answered an important question of officer liability, holding...more
As the last few years have shown, shareholder derivative litigation — claims brought by a shareholder purportedly on behalf of a company against its board of directors or senior management for alleged breaches of fiduciary...more
The current pandemic and attendant disruption in securities markets are creating unprecedented challenges for directors of both public and private companies. In the coming months, directors can expect to see a rash of...more
Boards of directors have a duty to exercise oversight and to monitor the company’s operational viability, legal compliance and financial performance during this COVID-19 pandemic. In Marchand v. Barnhill, the Delaware Supreme...more