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
It’s difficult to assess the potency of section 417(a) of New York’s LLC law. The provision starts off with a seemingly broad rule: “The operating agreement may set forth a provision eliminating or limiting the personal...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
Effective August 1, 2022, Delaware amended its General Corporation Law (the "DGCL") to permit the certificate of incorporation of a Delaware corporation to provide for exculpation of officers from liability to the corporation...more
Delaware has long permitted corporations to limit or eliminate monetary liability of directors from breach of fiduciary duty of care lawsuits. However, the same protections have not been afforded to a corporation’s officers....more
A number of lawsuits have percolated through New York’s courts over the past five years between Adam Max, son of world-renowned visual artist Peter Max, and Adam’s sister, Libra, over control and management of the family...more
LLC managers owe fiduciary duties both to the LLC and to the LLC’s members, similar to the duties owed by a partner to other partners in a partnership. (Corp Code §17704.09.) These include the duty of loyalty, care, and...more
Last week, Peter Mahler blogged about a recent decision holding that a minority shareholder’s claim against its majority co-owners for breach of fiduciary duty in connection with a sale of the business to a third party...more
On January 29, 2021, Vice Chancellor Laster of the Delaware Court of Chancery refused to dismiss a shareholder class action stemming from the 2019, $2.2 billion sale of Presidio, Inc., an IT solutions provider specializing in...more
In two opinions—one published and one unpublished—the Ninth Circuit overturned prior precedent and held that a Plan amendment requiring arbitration meant that an individual had to arbitrate, on an individual basis, purported...more
The Probate & Fiduciary Litigation Newsletter compiles recent Trust & Estate cases. Our lawyers are at the forefront of this area of the law, shaping how it is handled in the Probate and Family Court. Goulston & Storrs is the...more
Exculpation provisions in operating agreements must be carefully crafted in order to protect members, managers, directors and officers for breaches of fiduciary duties...more
In In re Zagg Inc. Shareholder Derivative Action, No. 15-4001, 2016 U.S. App. LEXIS 11095 (10th Cir. June 20, 2016), the United States Court of Appeals for the Tenth Circuit held that stockholders of a Utah-based, Nevada...more
A trio of opinions from the Delaware Supreme Court, each authored by Chief Justice Leo E. Strine, Jr., has reaffirmed Delaware’s deference to the business judgment of disinterested corporate decision-makers and restored...more
Fee Shifting and Forum Selection Clauses - Much attention has been paid to Delaware legislative developments regarding fee shifting and forum selection clauses. On June 24, 2015, Delaware Governor Jack Markell signed...more
Public companies incorporated in Delaware frequently adopt a charter provision, pursuant to 8 Del. C. § 102(b)(7), that insulates their directors from monetary damages for breaches of the fiduciary duty of care. Those...more
The Delaware Supreme Court recently issued an important decision clarifying the standards that govern claims for money damages against independent directors of corporations whose charters contain exculpatory provisions. ...more
Nevada, unlike either California or Delaware, exculpates corporate officers from liability to the corporation for any damages as a result of “any act or failure to act” in his or her capacity as an officer unless it is proven...more