Our Financial Services Litigation Group examines an English Court of Appeal decision that highlights the need for company directors to fully understand and abide by the exit provisions in their shareholders’ agreements under...more
The English Court of Appeal’s recent decision in Saxon Woods Investments Limited v. Francesco Costa ([2025] EWCA Civ 708) provides clarification on the application of directors’ fiduciary duties and the interpretation of good...more
Shareholder agreements often include an obligation that the shareholders must act with “good faith” in their dealings with one another and with the company. However, what does that actually mean? In this insight, we consider...more
Should I include an express and general duty of good faith in my shareholders’ agreement? The answer to this depends, of course, on the circumstances and who you’re acting for....more
In Blaustein v. Lord Baltimore Capital Corp., No. 272, 2013, 2014 Del. LEXIS 30 (Del. Jan. 21, 2014), the Delaware Supreme Court held that a closely-held corporation’s directors owe no fiduciary duty to decide, free from...more