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Delaware Business Court Insider

Chairman's Opposition Material to Shareholder Vote in $2B Sale, Justices Rule

The Delaware Supreme Court on Tuesday revived a derivative challenge to Diamond Resorts International's $2 billion sale to Apollo Global Management, ruling that shareholders should have been informed of the chairman's opposition to the deal.
3 minute read

The Legal Intelligencer

Don't Minimize the Importance of Conflicts of Interest Policies for Your Nonprofit Board

The overwhelming majority of business leaders and philanthropically inclined citizens who join nonprofit boards have the best of intentions.
6 minute read

The Legal Intelligencer

Liability at the Stroke of a Computer Key: Cyberattackers Take Aim at Employees

The Equifax incident was a game changer due to the volume and sensitivity of the consumer information that was stolen, including names, Social Security numbers, birth dates, addresses and, in some instances, driver's license numbers.
6 minute read

Delaware Business Court Insider

Guidance Provided to Evaluate the Implied Covenant of Good Faith and Fair Dealing

The Delaware Limited Liability Company Act's policy is to give the maximum effect to the principle of freedom of contract in LLC operating agreements.
7 minute read

Corporate Counsel

Under SEC Cloud, Banc of California Names Angelee Harris as General Counsel

The appointment comes at a time when the bank is facing scrutiny from the SEC as well as related shareholder and class action lawsuits.
3 minute read

The Legal Intelligencer

Reed Smith Snags Private Equity Partner From Morgan Lewis

Michael Peterson spent his whole career at Morgan, Lewis & Bockius, where he ran the firm's Philadelphia corporate and business transactions practice.
2 minute read

The Legal Intelligencer

Corporate Governance

In The Legal's Corporate Governance supplement, read about how to reduce data risks, counseling independent directors and the new rules for setting board compensation.
3 minute read

The Legal Intelligencer

Zuckerberg Forced to Capitulate on Plan to Unlawfully Extend His Voting Control Over FB

When Mark Zuckerberg took Facebook, Inc. public in 2012, investors were offered shares of Facebook Class A stock, which had one vote per share. Facebook reserved its Class B stock, which had 10 votes per share, for its founders and other favored insiders.
8 minute read

The Legal Intelligencer

Counseling Independent Directors on Reputational Risks and Responsibilities

Attorneys who counsel independent directors on their legal risks and responsibilities sometimes neglect to discuss with their clients their reputational risks, including unknown enterprise risks which, if realized, can damage their reputation.
8 minute read

The Legal Intelligencer

(Self)Dealing Themselves In: New Rules for Setting Board Compensation

Last December, in In re Investors Bancorp Stockholder Litigation, C.A. No. 12327-VCS (Del. Dec. 19, 2017), the Delaware Supreme Court revived concerns about how boards set their own compensation.
8 minute read

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