United States: Directors and Officers

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Article
Summer Shorts: Judicial Dissolution Meets The Dead Man’s Statute, And Other Recent Decisions Of Interest
This edition of Summer Shorts examines three recent New York business divorce decisions: whether the Dead Man's Statute bars an executor's reliance on a decedent's verified dissolution petition, the dismissal of a derivative claim despite strong liability showing due to inadequate damages proof, and an unsuccessful attempt to impose fiduciary duties on non-managing LLC members.
United States Commercial
FF
Farrell Fritz, P.C.
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
How To Be An Effective Board Member For A Private Company
Corporate directors serve as trusted fiduciaries responsible for guiding company strategy and protecting stockholder interests. What are the essential fiduciary duties directors must fulfill, and how can conflicts of interest be properly managed? This comprehensive guide examines the legal framework governing Board conduct, from the duties of care, loyalty, and oversight to the Business Judgment Rule that courts apply when reviewing director actions.
United States Commercial
M
Mintz
Article
Florida Enacts Revisions To Nonprofit Corporation Act
Florida's revised Nonprofit Corporation Act introduces significant changes to governance structures, conflict-of-interest provisions, and merger rules for nonprofit organizations. The legislation modernizes state law by aligning it with the ABA's Model Nonprofit Corporation Act, affecting everything from board composition requirements to liability protections for directors and officers. These changes provide greater operational flexibility while establishing new frameworks for member rights, derivative acti
United States Commercial
GT
Greenberg Traurig, LLP
Article
Corporate Governance Field Guide
Baker Botts' Corporate Governance Field Guide delivers concise, practical insights on critical issues facing public and private company officers, directors, stockholders, and stakeholders. The series provides actionable perspectives from the firm's Securities Litigation and Corporate Governance teams, covering topics including board communications, Caremark duties, and Delaware and Texas books and records demands. Each installment highlights best practices, emerging risks, and trends shaping today's boardro
United States Commercial
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Baker Botts LLP
Article
First Court Of Chancery Decision Interpreting New DGCL Amendments Provides Greater Certainty For Boards And M&A
The Delaware Court of Chancery has issued its first decision applying the recently amended Section 144 of the DGCL, establishing a heightened presumption of director disinterestedness that extends beyond conflicted transaction safe harbors. The ruling clarifies that common allegations such as overlapping board service, business relationships, and minority co-investments will not suffice to rebut this presumption without substantial and particularized facts showing a disabling conflict.
United States Commercial
D
Dechert
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