Shareholders, Compliance, Fiduciary Duty

The Duties of Independent Directors in Amalgamations and Mergers

Conyers on 7/16/2025

This article is the second of a three-part series analysing the decision of Justice Martin in Glendina Pty Limited & Ors v NKWE Platinum Ltd (2025) SC (Bda) 15 Civ – the first “fair value” appraisal claim under section 106...more

Republican AGs Warn Financial Institutions that DEI and ESG Policies May Risk Enforcement Action

Cozen O'Connor on 1/31/2025

A group of 11 Republican AGs announced that they have sent letters to multiple financial institutions (collectively, “Financial Institutions”) warning that the companies’ diversity, equity, and inclusion (DEI) and...more

Delaware Chancery Court Holds Corporate Officers Owe Duty of Oversight

King & Spalding on 1/31/2023

Vice Chancellor Laster Extends This Fiduciary Duty, Previously Recognized only as to Corporate Directors - On January 25, 2023, the Delaware Court of Chancery answered an important question of officer liability, holding...more

In Re Boeing Decision Underscores Need for Risk-Based Corporate Governance by Directors

White & Case LLP on 10/21/2021

Following enforcement actions imposing corporate criminal or civil liability, shareholders often bring derivative actions seeking to hold directors liable for related compliance failures by alleging they breached their...more

Shareholder Activism Pushes Boundaries of Board Duties

Foley & Lardner LLP on 8/20/2019

Under the traditional model of corporate governance, boards of directors owe fiduciary duties to one group, and one group only — the company’s shareholders — to maximize the value of their shares. But, times are changing. In...more

Corporate and Financial Weekly Digest - Volume IX, Issue 25

Katten Muchin Rosenman LLP on 6/23/2014

In this issue: - Delaware Court of Chancery Rules That a Major Debt Holder and 48 Percent Stockholder Is a Controlling Stockholder and Owes Fiduciary Duties to Minority Stockholders - Delaware Court of Chancery...more