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Fiduciary Duty Personal Liability Business Judgment Rule

Holland & Knight LLP

Delaware Supreme Court: Permissive Business Judgment Rule Applies to Corporate Conversions

Holland & Knight LLP on

everal 2024 decisions by the Delaware Court of Chancery led some prominent corporate leaders to express frustration over perceived increased liability standards for corporate officers and directors, even publicly advising new...more

Farrell Fritz, P.C.

Principles of Fiduciary Deference: The Business Judgment Rule and Exculpatory Clauses

Farrell Fritz, P.C. on

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

Orrick, Herrington & Sutcliffe LLP

Financing a Distressed Private Company – De-Risking Inside Rounds

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

Allen Matkins

Nevada Supreme Court: Gross Negligence Is Insufficient For Director Breach of Fiduciary Claims

Allen Matkins on

NRS 78.138(7)(b) provides that, with certain specific statutory exceptions, a director or officer of Nevada corporation is not individually liable to the corporation or its stockholders or creditors for any damages as a...more

Ward and Smith, P.A.

The Business Judgment Rule: How Corporate Directors Can Sleep Better At Night

Ward and Smith, P.A. on

What is the Business Judgment Rule? The North Carolina Business Corporation Act (the "Act") imposes certain requirements on corporate directors to ensure that they act in the best interest of the corporation when making...more

Poyner Spruill LLP

Recent Decision Highlights Potential Personal Liability of Hospital Directors Based on Breach of Fiduciary Duty

Poyner Spruill LLP on

In a recent case, a federal bankruptcy court in Michigan reviewed important questions involving breach of fiduciary duty and the application of the business judgment rule to both management and volunteer board members of a...more

Poyner Spruill LLP

Corridors Fall 2018 - News for North Carolina Hospitals

Poyner Spruill LLP on

Recent Decision Highlights Potential Personal Liability of Hospital Directors Based on Breach of Fiduciary Duty - In a recent case, a federal bankruptcy court in Michigan reviewed important questions involving breach of...more

Seyfarth Shaw LLP

Fiduciary Duty With Respect To Trade Secret Asset Management

Seyfarth Shaw LLP on

Trade Secret’s New Found Prominence: As we both have written previously, the changing nature of technology, product development and sales, and the patent enforcement landscape, have given trade secrets a new-found...more

Womble Bond Dickinson

Liability for Directors of Nonprofit Corporations

Womble Bond Dickinson on

Lawyers are often asked to serve on Boards of nonprofit corporations and if they do so, they will often be asked by other directors about the potential individual liability of a director for actions of the nonprofit, for...more

Jackson Walker

Choice of Entity and Key Contents of Organization Documents

Jackson Walker on

Five Business Entity Forms: • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) ...more

Mintz - Bankruptcy & Restructuring Viewpoints

Directors And Officers’ Ultimate Escape From Personal Liability

In the Ultimate Escapes bankruptcy case, the U.S. District Court for the District of Delaware recently held that the “business judgment rule” may protect fiduciaries who negotiate and enter into unconventional financing...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Delaware Supreme Court Clarifies Earlier Rulings, Chancery Court Stakes Out New Positions"

Delaware courts tackled a number of issues of importance in 2015. The Delaware Supreme Court clarified prior inconsistent case law by reiterating that deference must be given to decisions made by disinterested directors. It...more

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