News & Analysis as of

Fiduciary Corporate Governance

Vinson & Elkins LLP

Delaware Supreme Court Sets High Bar for Counterparty Aiding and Abetting Liability in M&A Deals

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The Delaware Supreme Court’s June 17, 2025 decision in In re Columbia Pipeline Group Merger Litigation reversed a $199 million damages award against TC Energy for aiding and abetting breaches by fiduciaries of Columbia...more

Fenwick & West LLP

Delaware Amends General Corporation Law to Stanch Company Exodus

Fenwick & West LLP on

On March 25, Delaware adopted significant amendments to §§ 144 and 220 of the Delaware General Corporation Law which aim to provide greater clarity and predictability to corporate fiduciaries in light of certain recent...more

Latham & Watkins LLP

No Causation Defence for Self-Interested Fiduciaries: UK Supreme Court Affirms Strict Profit Rule

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The judgment concerns the circumstances in which fiduciaries must account to their principals for the profits they make from their fiduciary relationships....more

ArentFox Schiff

How Can Our Board Work Better? A Brief, Practical Guide to Legal Considerations for Trade Association Board Governance

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Trade association boards, like the boards of other private companies, often consist of stakeholders who are personally and professionally invested in the organization. Board members typically also possess significant business...more

Proskauer - Corporate Defense and Disputes

Delaware Chancery Court Holds that High Standard for Oversight Liability Applies to Corporate Officers

The Delaware Court of Chancery recently held that claims for breach of the fiduciary duty of oversight are not easier to plead against corporate officers than against corporate directors. The decision in Segway Inc. v. Cai...more

Allen Matkins

Where Exactly Is It Written That Directors And Officers Are Fiduciaries?

Allen Matkins on

A neophyte to corporate law might ask where is it written in the California General Corporation Law that directors and officers are fiduciaries.  The answer is nowhere.  In fact, the phrase "fiduciary duty" appears only once...more

Conyers

Private Client & Trust Bulletin: Summer 2023

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Welcome to the latest edition of our Private Client and Trust bulletin. It is a pleasure to update you on various topics that we hope you will find of interest. As in previous editions we bring you updates from Bermuda...more

Eversheds Sutherland (US) LLP

ESG in the United States: A complex landscape

The United States is in the process of transitioning ESG disclosure from voluntary, market-led reporting to a regulatory-driven scheme, principally led by the US Securities and Exchange Commission’s (SEC) anticipated (but...more

Allen Matkins

Voting Of Shares Held By Multiple Owners

Allen Matkins on

Shares can be held of record by multiple owners in a variety of ways, including as fiduciaries, members of a partnership, joint tenants, tenants in common, spouses as community property, tenants by the entirety, voting...more

Allen Matkins

Does A California Corporation Have The Power To Indemnify Corporate Employee Benefit Plan Fiduciaries?

Allen Matkins on

Section 317 of the California Corporations Code authorizes, limits and  in one circumstance even mandates the indemnification of a person by reason of the fact that the person is, or was, an "agent" of the corporation.   The...more

Winstead PC

Plan Fiduciaries: You Have No Right to Vote

Winstead PC on

On December 11, 2020, the United States Department of Labor (DOL) issued a pre-publication version of its final regulations with respect to proxy voting in plans that are subject to the Employee Retirement Income Security Act...more

Morgan Lewis - ML Benefits

More to Come from Department of Labor on ESG Factors? Executive Order, DOL Document Requests Suggest Yes

A hot topic in the world of money management, including the management of assets in retirement plans, is the consideration of environmental, social, and governance (ESG) factors when evaluating investments....more

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