The business judgment rule protects directors from personal liability if the board errs, but its protection is not unlimited.
The Supreme Court of Delaware reversed the Court of Chancery's application of the entire fairness standard to a company's decision to redomesticate. In the proceedings below, the minority shareholders ...
In their Appellate Division Review, E. Leo Milonas and Frederick A. Brodie summarize decisions from the last quarter of 2014 involving a shareholder challenge to a fashion house's going-private ...
In Maffei v. Palkon (TripAdvisor), --- A.3d ---, 2025 WL 384054 (Del. Feb. 4, 2025), the Delaware Supreme Court, sitting en banc, reversed the Delaware Court of Chancery’s decision applying the entire ...
A lawsuit against your company is never great news. In this case, not only had Citigroup suffered economic losses in the 2008 financial crisis, but the shareholders were also suing the company and the ...
Considering ‘Dexit’: A Comparative Review of Key Issues in Delaware, Nevada and Texas Corporate Laws
There are several substantive differences impacting the scope of fiduciary duties, dispute resolution processes and minority stockholder rights in Delaware, Texas and Nevada. While all three states ...
Courts normally defer to HOA boards following the BJR, as the State Supreme Court said in 1999 in Lambden v. La Jolla Shores.
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