News & Analysis as of

Fiduciary Duty Enforcement Actions Corporate Governance

Blake, Cassels & Graydon LLP

Alberta Securities Commission Releases Reasons for Cease-Trading Retroactive Poison Pill

On July 22, 2025, the Alberta Securities Commission (ASC) released reasons for its decision to cease-trade a shareholder rights plan of Greenfire Resources Ltd. The rights plan had been adopted in response to the announcement...more

Bradley Arant Boult Cummings LLP

SEC Enforcement Leadership Discusses New Priorities and Expectations

On May 20, 2025, as part of the annual “SEC Speaks” program, the leadership of the U.S. Securities and Exchange Commission’s (SEC) Division of Enforcement publicly discussed the enforcement priorities under new Chairman Paul...more

Skadden, Arps, Slate, Meagher & Flom LLP

Proposed 2025 Amendments to the Delaware General Corporation Law

For decades, Delaware has been widely regarded as the leading forum for incorporation in the United States. More than half of all publicly traded U.S. companies, including more than two-thirds of the Fortune 500, have made...more

Carlton Fields

Expect Focus - Volume I, January 2025

Carlton Fields on

The Mysterious Boundary Beyond Which “Personal” Relationships Jeopardize a Director’s Independence - In a recent enforcement action, the SEC concluded that the relationship between James Craigie and an officer of Church &...more

Mayer Brown Free Writings + Perspectives

Sheep in the Steep?

On January 27, 2025, US Securities and Exchange Commission Commissioner Hester Peirce gave the keynote address at the Northwestern Securities Regulation Institute in which she offered her personal views on how public...more

Fenwick & West LLP

Delaware Supreme Court Provides Much-Anticipated Clarity on Reincorporations

Fenwick & West LLP on

This case stems from the proposed reincorporations of Tripadvisor, Inc. and Liberty TripAdvisor Holdings, Inc. from Delaware to Nevada, which were first presented to the corporations’ respective stockholders for approval in...more

Cozen O'Connor

Republican AGs Warn Financial Institutions that DEI and ESG Policies May Risk Enforcement Action

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A group of 11 Republican AGs announced that they have sent letters to multiple financial institutions (collectively, “Financial Institutions”) warning that the companies’ diversity, equity, and inclusion (DEI) and...more

Allen Matkins

As Predicted, Silicon Valley Bank Failure Will Test Fiduciary Duties Of Officers And Directors Under California Law

Allen Matkins on

Late last year, I wrote that the 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 and 11...more

Carlton Fields

The Mysterious Boundary Beyond Which “Personal” Relationships Jeopardize a Director’s Independence

Carlton Fields on

In a recent enforcement action, the SEC concluded that the relationship between James Craigie and an officer of Church & Dwight Co. fatally undermined Craigie’s status as an “independent director” of the company under New...more

Seward & Kissel LLP

Sack Exchange Part II, Age of Consent and FDIC You Later

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Purdue Pharma and owners to pay $7.4 billion in settlement of lawsuits over the toll of OxyContin - On Thursday, Purdue Pharma and members of the Sackler family who own the company agreed to pay up to $7.4 billion to...more

A&O Shearman

SEC Announces Settlement With Investment Advisory Firm For Allegedly Breaching Fiduciary Duties And Violating Whistleblower...

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On January 16, 2025, the Securities and Exchange Commission (“SEC”) filed a settled enforcement action against a pair of related investment advisers (the “Investment Adviser”) for allegedly breaching their fiduciary duties by...more

Mayer Brown

Hong Kong Stock Exchange Censures Directors for Breach of Fiduciary Duties

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In a recent disciplinary action, the Hong Kong Stock Exchange (HKEX) censured directors of a listed company for failure to fulfil fiduciary duties and duties of skill, care and diligence to a standard at least commensurate...more

Goodwin

SEC Brings Suit Against Owner of BitTorrent, Inc., and Settles Claims With Celebrity Endorsers of Certain Crypto Tokens

Goodwin on

On March 22, 2023, the US Securities and Exchange Commission (SEC) filed a complaint in US District Court for the Southern District of New York against Justin Sun, the owner of BitTorrent, Inc., a file-sharing platform; three...more

Society of Corporate Compliance and Ethics...

[Event] Regional Compliance & Ethics Conference - March 28th, Phoenix, AZ

Looking for compliance training and networking in your area? SCCE’s Regional Compliance & Ethics Conferences offer practitioners convenient, local compliance training, including updates on the latest news in regulatory...more

The Volkov Law Group

The Delaware Court’s Decision Highlights Boeing’s Defective Corporate Culture and Board Governance Failures (Part II of IV)

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When considered in light of the Chancery Court’s decision, DOJ’s essential findings in its Boeing investigation are problematic at best.  The Chancery Court’s decision outlines how Boeing’s culture of safety deteriorated into...more

White & Case LLP

In Re Boeing Decision Underscores Need for Risk-Based Corporate Governance by Directors

White & Case LLP on

Following enforcement actions imposing corporate criminal or civil liability, shareholders often bring derivative actions seeking to hold directors liable for related compliance failures by alleging they breached their...more

Proskauer - Corporate Defense and Disputes

Northern District of California Dismisses Derivative Lawsuit Alleging Online Child Privacy Law Violations

The acronym “ESG” is shorthand for environmental, social, and governance concerns.  In recent years, companies have used “ESG” to refer to initiatives involving climate change, responding to racial injustice, and supporting...more

Goodwin

ISS Publishes 2021 Proxy Voting Guidelines

Goodwin on

In the News. Institutional Shareholder Services (ISS) published its proxy voting guidelines updates for 2021, which include new and updated voting recommendations on federal forum and exclusive forum provisions in companies’...more

Akin Gump Strauss Hauer & Feld LLP

Podcast: Cybersecurity and the Boardroom

In this episode, the third of three building on Akin Gump’s annual Top 10 Topics for Directors report, partner Michelle Reed discusses the critical question of cybersecurity and the corporate world. Among the topics covered: ...more

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