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Delaware Business Court Insider

Chancery Dismisses Suit Against Walgreens Directors, Rejecting 'Reflexively Filed' 'Caremark' Claims

"Fueled by hindsight bias," Vice Chancellor Lori W. Will explained, Caremark suits have "proliferated in Delaware" seeking to hold directors personally liable for imperfect efforts, operational struggles and business decisions. But, the court noted, a stockholder's position that the board's response to a corporate crisis merely "came too late and did too little" is insufficient under Caremark, which requires a showing that directors acted in bad faith.
6 minute read

The Recorder

K&L Gates Beefs Up West Coast Corporate Practice With Hires From Reed Smith, Hanson Bridgett

Mattias Luukkonen and Michael Gorback are the latest California-based partners to join K&L Gates since the beginning of 2023, joining names from Tucker Ellis, Ellis George and Akin.
5 minute read

Delaware Business Court Insider

Derivative Suit Claiming Directors Breached Duty of Oversight in Alleged 'Overfilled and Overbilled' Insulin Scheme Dismissed

In a recent memorandum opinion dismissing a suit brought by stockholders derivatively on behalf of Walgreens Boots Alliance, Inc. (Walgreens), Vice Chancellor Lori Will of the Delaware Court of Chancery issued a reminder of the "narrow confines" in which a successful Caremark claim lives.
8 minute read

Delaware Business Court Insider

Chancery Declines Jurisdiction Over Contract and Tort Claims Not Arising Out of LLC Agreement

In Ramco Asset Management v. USA Rare Earth, 2023 WL 6939263 (Del. Ch. Oct. 20, 2023), Vice Chancellor Sam Glasscock III considered jurisdictional…
8 minute read

Corporate Counsel

ESG Schism Breaks Out at Trucking Company as Board Member Quits

"I'm not surprised. I think you very well will see more of that. I doubt this will be the only one," corporate governance expert Charles Elson said.
6 minute read

Law.com

'D1 Meeting Rooms, Not Courtrooms': The Place to Change National Collegiate Athletic Association Policy, Organization President Says

"We will litigate this case to the fullest extent necessary to ensure the NCAA's monopoly cannot continue to harm Tennessee student-athletes. The NCAA is not above the law, and the law is on our side," Tennessee Attorney General Jonathan Skrmetti said.
6 minute read

The Legal Intelligencer

Staying Ahead of the Growing Data Protection and Privacy Wave: Avoiding Common Pitfalls

How do you navigate this ever-changing data protection and privacy landscape?
8 minute read

The American Lawyer

Kirkland Strikes Back in Paul Weiss Talent Battle, Also Adding Weil and Sidley Partners

Debt finance partner Paul Sandler arrived from Paul Weiss, Kirkland announced on Wednesday, alongside an insurance M&A partner from Sidley Austin and two real estate tax lawyers from Weil Gotshal.
2 minute read

Delaware Business Court Insider

Delaware Supreme Court Upholds Partnership's Anti-Competition Provision

In Cantor Fitzgerald v. Ainslie, the Delaware Supreme Court upheld the validity of a post-employment restriction in a limited partnership agreement. The decision overturned the ruling of the Delaware Court of Chancery invalidating a forfeiture-for-competition provision, which permitted the partnership to withhold distributions to partners who voluntarily withdrew from and then competed with the partnership.
3 minute read

New Jersey Law Journal

The Risks and Rewards of Becoming a Shareholder

"Whether one represents the employer or the employee, counsel is wise to consider the legal, tax, and any other consequences that follow when an employee of a corporation or an LLC is to become a co-owner of the entity," writes Stuart Pachman of Brach Eichler.
5 minute read

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