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Steptoe & Johnson LLP | USA | 31 Jan 2023

Look Beyond the Headlines: Delaware's Extension of Caremark Claims to Officers Is Not as Revolutionary as You Might Think

The decision by the Delaware Court of Chancery last week to deny a corporate officer's motion to dismiss Caremark claims against him has sent ripples…
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Skadden Arps Slate Meagher & Flom LLP | USA | 31 Jan 2023

In novel SPAC ruling, court questions fundamental SPAC structure under Delaware law

With all the SPAC activity and scrutiny over the past several years, it was only a matter of time before the Delaware courts had an opportunity to…
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Cooley LLP | USA | 30 Jan 2023

Delaware VC Laster finds a “black swan”—a fiduciary duty of oversight for officers

In In re McDonald’s Corporation, defendant David Fairhurst, who formerly served as Executive Vice President and Global Chief People Officer of…
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Dechert LLP | USA | 30 Jan 2023

Delaware Court of Chancery Issues Significant Decision Addressing Fiduciary Duties of Officers, Including Holding that Officers Owe a Duty of Oversight

In In re McDonald’s Corporation Stockholder Derivative Litigation,1 the Delaware Court of Chancery resolved important, outstanding questions for the…
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Montgomery McCracken Walker & Rhoads LLP | USA | 27 Jan 2023

Important Ruling: Delaware Court of Chancery Formally Recognizes and Delineates Oversight Duties of Corporate Officers

On January 25, 2022, Delaware Vice Chancellor J. Travis Laster issued an opinion of which those serving as or advising officers of Delaware…
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Hunton Andrews Kurth LLP | USA | 27 Jan 2023

Claims Against Special Committee Members Dismissed Despite Application of Entire Fairness to Go-Private Transaction

The Delaware Court of Chancery recently dismissed claims brought against a special committee that approved a go-private transaction even though the…
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Cooley LLP | USA | 26 Jan 2023

Has the “internal affairs” doctrine been stretched too thin?

In this paper, Ann Lipton, an Associate Professor at Tulane Law School, contends that the “internal affairs” doctrine has gradually expanded its…
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Cadwalader Wickersham & Taft LLP | USA | 24 Jan 2023

Delaware Supreme Court Enforces Partnership Agreement’s Unambiguous Exculpation Provision Waiving Fiduciary Duties and Presuming Good Faith When Relying on Advice of Counsel in Reversing $690 Million Damages Award to Minority Investors of Boardwalk Pipeline Partners LP

Resources : Clients & Friends On December 19, 2022, Chief Justice Seitz issued an opinion for a unanimous Delaware Supreme Court, sitting en banc…
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Mayer Brown | USA | 19 Jan 2023

Stockholders’ Increased Use of Delaware Books and Records Demands and the Access to Electronic Records

Over the past several years, stockholders have increasingly used Section 220 of the Delaware General Corporation Law to seek access to books and…
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Womble Bond Dickinson (US) LLP | USA | 19 Jan 2023

With Great ‘Empowerment’ Comes Great Responsibility (and Risk) for CCOs Under Monaco Memo

The Monaco memo’s imposition of CCO certification in DOJ investigations has, reasonably, been a major anxiety-inducer for compliance professionals…
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