United States: Directors and Officers

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Article
Jones Walker On Proper Use Of AI Note-Taking Tools - When To Use And Not Use AI Note-Taking Tools
Organizations are increasingly turning to AI tools to streamline the preparation of corporate meeting minutes, but this technological shift brings both promising efficiencies and significant legal risks. From privilege concerns to data security vulnerabilities, the gap between AI-generated transcripts and carefully curated official records raises critical questions about governance, liability, and best practices.
United States Commercial
JW
Jones Walker
Article
Delaware Court Of Chancery Declines To Apply Section 144 Safe Harbors But Dismisses Most Defendants Under Common Law Protections
The Delaware Court of Chancery issued the first opinion analyzing the DGCL Section 144 safe harbors in the context of a challenged merger transaction involving a conflicted director/officer, holding the safe harbors were unavailable at the pleading stage but dismissing most defendants under common law protections.
United States Commercial
SA
Skadden Arps Slate Meagher & Flom
Article
When Storms Hit And Quorums Fail: HOA Authority In Emergencies
When a hurricane warning is issued and your HOA faces immediate damage requiring emergency repairs, can your board legally authorize unbudgeted expenditures without a full meeting? This analysis examines the legal framework governing emergency authority for North Carolina community association boards, exploring how boards can act decisively during crises while maintaining proper documentation and fiduciary compliance.
United States Real Estate
Wa
Ward and Smith, P.A.
Article
The Association Advocate - Florida HOA And Community Association Newsletter - Volume II
Florida's HB 797 brings sweeping changes to how community associations operate by substantially rewriting director standards of conduct, establishing new officer duties, and expanding liability protections. These amendments to Chapter 617 will fundamentally reshape governance requirements for condominiums and homeowners associations across the state. Understanding the new presuit mediation requirements and injunctive relief procedures has become critical as associations navigate covenant enforcement in this
United States Real Estate
Aa
Adams and Reese
Article
Delaware Court Of Chancery Dismisses Caremark Board Oversight Claim Against Boeing
The Delaware Court of Chancery dismissed shareholder claims against Boeing's directors and officers following the January 2024 door plug blowout incident, reaffirming that robust board oversight and reporting mechanisms satisfy fiduciary duties even when business risks materialize. The decision clarifies the high bar for proving bad faith in Caremark claims and emphasizes that directors exercise business judgment in managing operational risks.
United States Commercial
SA
Skadden Arps Slate Meagher & Flom
Article
Federal Reserve Proposes Long-Awaited Modernization Of Regulation O Insider Lending Rules
On July 31, 2026, the Board of Governors of the Federal Reserve System (the “Board”) proposed the most significant updates to insider lending restrictions for banks in more than three decades (“Proposed Rule”). If finalized, the amendments to Regulation O would, among other things, modernize long-outdated dollar thresholds, codify significant staff interpretations and statutory provisions, and provide targeted relief for banks which have passive investment funds as “principal shareholders” (10% or more of a class of voting shares).
United States Commercial
ST
Simpson Thacher & Bartlett
Article
Court Of Chancery Provides First Interpretation Of DGCL Section 144(d)(2)’s Heightened Director Independence Standard
The Delaware Court of Chancery has issued its first interpretation of the 2025 amendments to Section 144 of the Delaware General Corporation Law, establishing how courts will evaluate director independence challenges under the statute's new heightened presumption framework. What standard must plaintiffs now meet to overcome the presumption that directors of publicly traded companies are disinterested, and how does this reshape the landscape for derivative litigation?
United States Commercial
DM
Duane Morris LLP
Article
When Is A Founder A Director? Delaware Court Of Chancery Highlights The Line Between Officer Authority And Board Membership.
A Delaware Court of Chancery ruling clarifies when operational authority translates to board membership and examines whether equity interests can survive employment termination. The decision in Tchernavskikh v. Accetturo provides critical guidance on distinguishing officer-level control from director status and interpreting restricted stock agreements in founder disputes.
United States Commercial
DM
Duane Morris LLP
Article
Delaware Court Of Chancery Sustains Claims That Company And Major Stockholder Conspired To Fraudulently Induce Investment
The Delaware Court of Chancery recently addressed allegations that an e-commerce startup and its executives fraudulently misled investors through inaccurate financial statements and false representations to secure funding. The decision examines whether contractual waivers shield defendants from fraud claims and explores the liability of board designees and major stockholders in alleged investor deception schemes.
United States Commercial
HL
Hogan Lovells Cadwalader
Article
Delaware Court Of Chancery Applies New DGCL 144 Framework To Executive Compensation Challenge
The Delaware Court of Chancery issued its first interpretation of the 2025 amendments to Section 144 of the DGCL in a derivative lawsuit challenging director compensation decisions at Fidelity National Financial. The decision establishes how courts will apply the amended statute's safe-harbor provisions for conflicted transactions and its presumption of director independence, while confirming that director self-compensation remains subject to heightened judicial scrutiny.
United States Commercial
HL
Hogan Lovells Cadwalader
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