Jeffrey S Rosenberg

August 12, 2020 | Delaware Business Court Insider

Plaintiffs are eager to convert every corporate trauma into derivative claims, but they are anything but eager to confront the exacting standards for pleading and proving bad faith oversight under Caremark.

By Jason J. Mendro and Jeffrey S. Rosenberg

6 minute read

May 16, 2018 | Delaware Business Court Insider

Controlling-stockholder transactions are a regular part of many companies' business; in some cases, they are essential. When challenged, however, such transactions have often been scrutinized under the entire fairness standard, the most exacting standard under Delaware law.

By Jason J. Mendro and Jeffrey S. Rosenberg

1 minute read

November 15, 2017 | Delaware Business Court Insider

It is an all-too familiar accusation to many directors: If only you had done something more, the corporation could have avoided an injury or loss. Since the mid-1990s, Delaware courts have repeatedly recognized that attempting to pin personal liability on directors for their alleged inaction is “possibly the most difficult theory in corporation law upon which a plaintiff might hope to win a judgment,” as in In re Caremark International Derivative Litigation, 698 A.2d 959, 967 (Del. Ch. 1996).

By Jason J. Mendro and Jeffrey S. Rosenberg

20 minute read