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Fiduciary Duty › Liability › Corporate Governance

Carey Olsen

Eastern Caribbean Court of Appeal delivers key ruling concerning directors' duties and creditor protection in the British Virgin...

Carey Olsen on

In the recent decision of Byers & Richardson v Chen Ningning (BVIHCMAP2024/0009) ("Byers"), the Eastern Caribbean Court of Appeal ("COA") considered the scope of the director’s duty to creditors when a company is insolvent or...more

Fox Rothschild LLP

How Pennsylvania's New Directed Trust Act Will Affect Corporate Trustees

Fox Rothschild LLP on

Now that Pennsylvania recognizes directed trusts, corporate fiduciaries should be aware that sharing trust responsibilities could create both legal liability and administrative burdens. The law, which went into effect late...more

Allen Matkins

Court Applies Internal Affairs Doctrine Even Though Statute Refers Only To Directors

Allen Matkins on

Courts are wont to say that Section 2116 of the California Corporations Code codifies the internal affairs doctrine.  See Villari v. Mozilo, 208 Cal. App. 4th 1470, 1478 n.8 (Cal. Ct. App. 2012) (“Corporations Code section...more

Lathrop GPM

Significant Amendments Proposed to the DGCL to Stem Business Defections to Other States

Lathrop GPM on

Proposed amendments to the Delaware General Corporation Law (DGCL) introduce safe harbors for liability from transactions involving directors, officers and controlling stockholders and define and limit a stockholder’s right...more

Allen Matkins

Questioning Delaware's Control Over Controlling Stockholders

Allen Matkins on

Delaware cases dealing with transactions involving controlling stockholders are often concerned with the standard of review to be applied.  See, e.g., Tornetta v. Musk, 250 A.3d 793 (2019).  Some cases engender a different...more

K&L Gates LLP

The Continued Evolution of Caremark Oversight Liability

K&L Gates LLP on

In the last year, Delaware courts have issued several notable opinions that further define—and in some cases expand—the scope of liability for failures of oversight at a corporation. Claims by shareholders that one or more...more

Venable LLP

Fiduciary Liability Limitations Under Nevada Law Trigger Entire Fairness Review of Conversion from Delaware Due to Controlling...

Venable LLP on

The Delaware Court of Chancery, in Palkon v. Maffei, et al., C.A. No. 2023-0449-JTL (Del. Ch. Feb. 20, 2024), determined that a reduction in the liability exposure of a fiduciary due to the conversion of a Delaware...more

Bradley Arant Boult Cummings LLP

Converting a Corporation into an LLC Can Lead to Unintended Consequences: Don’t Convert to an LLC Without Careful Advance Planning

Bradley Arant Boult Cummings LLP on

Corporations and LLCs both provide their shareholders and members with limited liability to operate a for-profit business, and while these two forms of business entities are similar in many ways, they also have some important...more

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