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
How should attorneys advise their clients who are new to a public company board? Where should a corporate secretary start if asked to provide an orientation for a public company board? Former SEC Special Counsel Brian Soares...more
Indemnification and advancement clauses are often seen as mere boilerplate language in a company’s governing documents, routinely copied from one form agreement to another. However, advancement clauses may be important...more
On April 24, 2025, the California Supreme Court ruled unanimously that a contract provision restricting liability for willful injury was unenforceable under California Civil Code section 1668. This decision was in response to...more
On November 15, 2024, the Delaware Chancery Court ruled that a creditor aided and abetted a breach of fiduciary duty. The lawsuit came after Versa Capital Management LLC bought debt owed by BridgeStreet Worldwide, Inc., with...more
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
This CLE course will guide deal counsel in drafting and negotiating asset purchase agreements. The panel will discuss legal considerations when negotiating representations and warranties, indemnities, covenants, closing...more
In its final Private Fund Adviser Rules adopted last year, the SEC dropped one of the more controversial proposed rules—the proposal to prohibit contractual exculpation or indemnification provisions that would shield or...more
Hoffman v. First Wave BioPharma, Inc., C.A. No. 2023-0097-MTZ (Del. Ch. September 27, 2023) - A company's board of directors suspected one of its members had leaked the company's financial information to a third party and...more
Fifth Circuit Ruling Against Blue Bell’s Corporate Directors and Officers May Limit Availability of Insurance Coverage in Shareholder Derivative Actions - In a recent ruling, the United States Court of Appeals for the...more
In Evans v. Avande, Inc., C.A. No. 2018-0454-LWW (Del. Ch. June 9, 2022), the Delaware Court of Chancery found that a health care services company did not have to pay legal expenses for its former CEO, who had ultimately been...more
Krauss v. 180 Life Sciences Corp., C.A. No. 2021-0714-VCW (Del. Ch. Mar. 7, 2022). The plaintiff was a former director and officer of a SPAC who became involved in litigation following its business combination. The...more
Huret v. Mondobrain, Inc., C.A. No. 2021-0208-SG (Del. Ch. Apr. 27, 2022) - Under Section 145(c) of the DGCL, a director that has been successful on the merits or otherwise in defending a covered proceeding is entitled to...more
Dobbs v. Jackson Women’s Health Organization is the landmark US Supreme Court decision that effectively overturned settled case law (Roe v. Wade) by holding that the United States Constitution does not confer the right to...more
The U.S. Supreme Court has denied a petition for certiorari in First Reliance Standard Life Insurance Company v. Giorgio Armani Corporation. Although the headlines typically come when the Supreme Court issues an opinion, its...more
The recent Delaware Court of Chancery decision in Dlayal Holdings, Inc. v. Al-Bawardi; Dlayal Holdings, Inc. v. Rodger Gracey, et al.; COORD: 2020-1067-LWW, 2020-1070-LWW (Del. Ch. Dec. 27, 2021) examines whether three Kansas...more
The Ohio Revised Limited Liability Company Act (“LLC Act”) took effect on February 11, 2022, and now governs all limited liability companies formed under Ohio law. The LLC Act replaced Chapter 1705 of the Ohio Revised Code...more
Evans v. Avande, Inc. , C. A. No. 2018-0454-LWW (Del. Ch. Sept. 23, 2021) - The departure of a company’s CEO was contentious. After his termination, the company filed an action in the Court of Chancery, alleging that the...more
As litigation claims against portfolio companies have increased, so have accompanying claims asserted directly against funds (and their sponsors). Plaintiffs’ reasoning for including funds as defendants is no mystery: funds...more
On January 12, 2021, the United States Department of Labor (“DOL”) entered into a consent order with another fiduciary of an employee stock ownership plan (“ESOP”). The consent order in Scalia v. Professional Fiduciary...more
This is our Quarterly Corporate / M&A Decisions Update for decisions in Q3 2020. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis. Brief summaries of...more
During economic downturns, private technology companies often seek emergency funding from existing VC and growth equity investors. These financings, sometimes called “inside rounds,” create conflicts of interest for boards...more
The COVID-19 pandemic is testing the oversight and management skills of directors and officers (“D&Os”) of all businesses, especially lean private companies....more
Brown v. Rite Aid Corporation, C.A. No. 2017-0480-MTZ (Del. Ch. May 24, 2019). Even when an indemnitee takes a circuitous path to victory, the indemnitee is entitled to indemnification under 8 Del. C. § 145(c) for...more
Section 317 of the California Corporations Code authorizes a California corporation to indemnify its agents (as defined) under certain circumstances. The statute deals separately with third party claims (Subdivision (b)) and...more
Judge Robinson boldly went where no North Carolina Judge writing published Opinions had gone before last month in the case of Wheeler v. Wheeler, 2018NCBC117. The subject was a corporate officer’s right to the advancement of...more