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In a recent press release, the Antitrust Division of the United States Department of Justice (DOJ) announced that seven directors resigned from corporate board positions in response to the DOJ's...

On January 30, 2024, Judge Susan Illston of the United States District Court for the Northern District of California granted with leave to amend a motion to dismiss a putative securities class action against a battery company and its directors and officers.

The Florida Legislature recently responded to growing concerns over public corruption in the state of Florida by amending Florida's Anti-Corruption Act

Understand the entities' climate-related risks, including any physical risks such as climate catastrophes that may physically affect the entity, as well as transition risks arising from regulatory changes

Since Corwin v. KKR Financial Holdings LLC, Delaware courts have adhered to the proposition that "when a transaction not subject to the entire fairness standard is approved by a fully informed...

The U.S. District Court for the Northern District of California entered summary judgment on July 6, 2020, in favor of defendants who sold stock to an employee stock...

Directors never want to be in the unenviable position of having to seek coverage under their D&O policy.

Will a new Delaware Supreme Court ruling regarding directors and officers liability insurance make it more difficult for your company to get future claims covered?

Ed. Note: For the Year in Review issues we give our Directors & Boards "Legal Brief" columnist Doug Raymond the "if you could pick just one" challenge.

The Delaware Court of Chancery has built on a 2013 ruling protecting Delaware corporations’ right to adopt bylaws that select the forums where shareholders may file suit.

In Frechter v. Zier, C.A. No. 12038-VCG, 2017 WL 345142, the Delaware Court of Chancery granted plaintiff's motion for summary judgment on a declaratory relief claim...

Use by outside directors of non-company email accounts or other non-secure platforms to conduct board business risks waiver of the board's privilege.

In a significant victory for policyholders, the Delaware Supreme Court rejected three insurers' attempts to apply their Directors and Officers ("D&O") liability policies' so-called "bump-up" exclusion to bar coverage for securities litigation arising from Samsung's acquisition of Harman International Industries, Inc.

The Delaware Supreme Court held in HLSP Holdings Corp. v. Fortune Management Inc., No. 374, 2009, 2010 WL 528470 (Del. Feb. 15, 2010), that shareholders of a corporation, not the corporation itself, suffered any injury caused by Fortune Management Inc. ("Fortune"), when Fortune failed to timely register stock it agreed to transfer to HLSP Holdings Corp.

Federal fund recipients with the remnants of a diversity, equity, and inclusion (DEI) program should review their directors & officers (D&O) liability insurance policy.

In Ocegueda v. Zuckerberg, No. 20-CV-04444, 2021 WL 1056611 (N.D. Cal. Mar. 19, 2021), the United States District Court for the Northern District of California...

Massachusetts General Laws, Chapter 156D, commonly referred to as the Massachusetts Business Corporation Act, governs business corporations and sets forth the process for forming a new corporation.