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Fiduciary Duty › Proxy Statements › Corporate Governance

Woodruff Sawyer

Officer Exculpation in 2025: What the Latest Vote Results Tell Us

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With Delaware’s officer exculpation law now in its third proxy season, how are companies faring at the ballot box? In this week’s blog, my colleague Lenin Lopez offers insight into what’s working, what’s not, and how...more

DLA Piper

From Expert to Director: How to Navigate the Complexities and Scrutiny of Public Company Board Service

DLA Piper on

Becoming a first-time director of a public company is a goal not easily achieved and can represent a significant personal and professional accomplishment, giving an individual a platform to share their expertise to help a...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Clarifies Heightened Standard for Recovery of Attorneys’ Fees in Disclosure-Based Deal Litigation

Sheppard Mullin Richter & Hampton LLP on

In Anderson v. Magellan Health, Inc., No. 2021-0202, — A.3d —-, 2023 WL 4364524 (Del. Ch. July 6, 2023) (McCormick, C.), the Delaware Court of Chancery addressed the circumstances under which the Court will award a...more

Goodwin

Talking The Talk Versus Walking The Walk: Shareholder Suits Aim To Push Board Diversity And Punish Companies Supposedly Failing To...

Goodwin on

A lot of attention has been paid to board diversity – or lack thereof – in recent months. California enacted AB-979, which expanded upon California’s earlier gender diversity law and requires boards to make strides in other...more

Womble Bond Dickinson

Recent Director and Executive Compensation Lawsuits Heighten Need for Robust Corporate Governance

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Over the past two years, there has been an uptick in the number of lawsuits challenging director and executive compensation. Cases such asIn Re: Investors Bancorp, Stein v. Blankfein, Hertz v. Frissora and, most recently,...more

Katten Muchin Rosenman LLP

Delaware Chancery Court Permits Shareholder to Bring Fiduciary Claim for Board’s Violation of a Stock Incentive Plan

Katten Muchin Rosenman LLP on

On November 8, the Delaware Chancery Court denied a motion to dismiss a derivative action brought by a shareholder of Healthways, Inc. against the company’s president, Ben Leedle, Jr., and the board of directors for approving...more

Jackson Walker

Misbehaving Directors, Including Directors’ Duties To Maintain The Confidentiality Of Information

Jackson Walker on

I. Introduction. The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more

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