For years, the nature and scope of non- director officers’ fiduciary duties has been unclear. But the Delaware Court of Chancery recently held that nondirector officers are subject to the same general fiduciary standards as are directors, suggesting also that these officers are entitled to the presumption of the business judgment rule. This and other opinions…

Delaware enacted legislation that will affect the transfer or closing of facilities in Delaware where chemical or hazardous substances have been or are located.

Directors of Delaware corporations owe to their stockholders a duty of disclosure derived from their ordinary fi duciary duties of care and loyalty. A common disclosure claim is that the target company’s disclosure document in a business combination was materially misleading or incomplete with respect to the fairness opinion relied on by the target’s board in…

This article is about the duty of corporate directors to obey the law and how shareholders can hold boards accountable for their illegal acts. It is based on an assumption that there are situations in which it is rational, strictly from a profit-maximizing standpoint, for companies to violate the law. The article surveys numerous internal and…

When you first have the opportunity to defend an employee discrimination suit, it may seem like a daunting task. But in reality, the defense of such matters differs little from other types of litigation. By using a step-by-step approach, you will greatly enhance your client’s chances for success. The purpose of this chapter is to review…

The delicate balancing act between employers’ and employees’ needs and desires and equal employment laws has recently captured the attention of the U.S. Equal Employment Opportunity Commission (EEOC). Specifically, the EEOC has issued new enforcement guidance on unlawful disparate treatment of workers with caregiving responsibilities. Discrimination against caregivers is also known as Family Responsibilities Discrimination or…

The Delaware Court of Chancery holds that a company's notice of annual meeting identifying election of directors as "business" allows dissident stockholder to nominate director candidates without advance notice.

The statutory tests of § 144 have been erroneously intertwined with longstanding common law principles and have eroded the plain meaning of unrelated statutory law.

In the last few months, the United States District Court for the District of Delaware has issued a number of decisions of note in the intellectual property area.

It has become increasingly common for incumbent boards to settle proxy contests by agreeing to include on the company’s slate one or more of the nominees on the dissident’s slate.  A recent Delaware decision provides guidance to boards and their advisors regarding when agreements relating to board service raise vote-buying concerns.…