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Mergers CEOs Corporate Governance

Vinson & Elkins LLP

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

Vinson & Elkins LLP on

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

Allen Barron, Inc.

What Companies Should Consider Fractional Executive Services?

Allen Barron, Inc. on

What companies should consider fractional executive services? Can a CEO, CFO, COO, CTO, or other C-level executive be hired part-time to leverage their extensive experience and knowledge?...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - June 2023

In a case of first impression, the Court of Chancery held recently that officers, like directors, owe their companies a duty of oversight, although the scope of that will vary with their responsibilities. Two other Chancery...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Spring 2023

Changing CEOs is one of the most critical decisions any board faces. In this issue of The Informed Board, we offer tips on how to avoid the mistakes we most often see. We also explain the problems companies could face if the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Recent Trends in Officer Liability

More than a decade ago in the seminal case Gantler v. Stephens, the Delaware Supreme Court clarified that officers of Delaware corporations owe the same fiduciary duties of care and loyalty that directors owe to the...more

McDermott Will & Schulte

Corporate Law & Governance Update - April 2019

DIRECTORS AS VENDORS - A new controversy at a large health system highlights the legal and reputational challenges that can arise when directors sell services to the organizations they serve as fiduciaries. According to...more

McDermott Will & Schulte

Corporate Law & Governance Update - December 2018

New DOJ Individual Accountability Policy - A revised Department of Justice (DOJ) policy serves to clarify the relationship between establishing individual accountability and qualifying for cooperation credit, particularly...more

McDermott Will & Schulte

Corporate Law & Governance Update - October 2018

McDermott Will & Schulte on

Updated Governance Best Practices - The health system’s governance committee may benefit from a general-counsel-led briefing on the relevance of the newly released revisions to the “Commonsense Principles” of corporate...more

McDermott Will & Schulte

Corporate Law & Governance Update - August 2018

New Decision Affects D&O Liability - A recent federal bankruptcy court decision addresses important principles of fiduciary conduct (and the benefits of a state exculpatory statute) in the context of a financially...more

McDermott Will & Schulte

Corporate Law & Governance Update - March 2018

Strategy and the Decline—or Rise—of the Inpatient Hospital - A series of new media reports and consultant commentary on industry evolution highlight the increasing pressure on health system boards to fully engage in...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Directors Must Navigate Challenges of Shareholder-Centric Paradigm"

The corporate governance landscape has become more complicated, making it more difficult for directors to manage the often inconsistent demands of multiple constituencies while pursuing the fundamental fiduciary obligation to...more

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