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This article discusses the changing legal standards and expectations for directors of Florida corporations and provides practical guidance for counsel regarding how to advise directors to reduce the risk of suit.
A director shall discharge his or her duties as a director, including his or her duties as a member of a committee: (a) in good faith; (b) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) in a manner he or she reasonably believes to be in the best interests of the corporation.
This Bankruptcy Court in Delaware is often called upon to apply Delaware corporate law and frequently applies it in the context … Travelers Insurance Company, 95 Delaware County (PA) Reports 145 (2008), read opinion here, the Delaware County (PA) Court of Common Pleas discusses the high standard in Pennsylvania that must be met for overturning a binding arbitration decision.
Norman Veasey, former Chief Justice of the Delaware Supreme Court, here is an article that was recently published in the Wilmington News Journal on the topic of federalism and corporate law, especially as it relates to the ongoing debate and "tug-of-war" between Delaware preeminence in regulating the internal affairs of …
Ch., July 17, 2008), read opinion here, the Chancery Court was called upon to make sense out of a record that was comprised of corporate documents that were in disarray as well as conflicting testimony about whether payments made by one of the parties … Continue Reading For those of us who labor in the trenches of business litigation and need to concern ourselves with the quotidian details of long-arm service, this is an important sharp implement for your toolbox: This week the Governor signed legislation that provides for a new procedure to follow for long-arm service.
As the author describes it: My latest book lays out in great detail my "director primacy" approach to understanding corporate governance. Here is a short prior post with background on this historic "collaboration" between the SEC and the Delaware Supreme …
In addition to the traditional decisionmaking function, directors are increasingly called upon to serve an oversight function.
In recent years, the board has become expected to be an active monitor of corporate performance and assess whether the company has established appropriate information and reporting systems and controls to provide the board and senior management with accurate financial reporting and to assure compliance with law and corporate policy.
Directors have a duty to inform themselves, prior to making a business decision, of all material information reasonably available. Obtaining reports from management and guidance from outside advisors is a hallmark of a careful decisionmaking process. However, the board is primarily responsible for the economic performance of the corporation and maximization of shareholder value. While most of the corporate legal world is awaiting the Delaware Supreme Court’s expedited decision on the SEC-related issue argued before it last week, today the court published an unrelated decision that reversed a trial court’s grant of summary judgment that dismissed a negligence claim. Continue Reading As my regular Ethics Column in the national publication of the American Inns of Court called The Bencher, in the July/August 2008 issue, here is my article that summarizes a Texas appellate decision that exonerated a law firm that was sued in connection with a client complaining about the law firm’s rates increasing in the middle of … Continue Reading Tomorrow, Saturday, July 12 at about a.m., I will be interviewed on local Delaware radio station WILM 1450AM by Dace Blaskovitz about the rights of minority shareholders in Delaware corporations and the recent arguments before the Delaware Supreme Court about the question of Delaware law regarding bylaws that was certified by the SEC to Delaware’s High Court.… Eastern States Construction Service, Inc., 2008 WL 2673300 (Del. Ch., July 9, 2008), read opinion here, among the issues addressed by the Chancery Court was whether formal service of a complaint needs to be effected (again) when a case that was originally filed and pending in Delaware Superior Court (our state’s trial court of general …This so-called “stakeholder” or “other constituencies” statute is best understood as authorizing other factors to be considered in the decisionmaking process rather than creating independent corporate objectives.Factors considered by the courts include whether agendas and materials are provided to directors prior to meetings, whether directors are prepared and participate actively in discussions, whether the board receives advice, when appropriate, from financial and legal advisors, and whether the board devotes the time to deliberate carefully, including possibly considering the issue at multiple meetings.