United States: Directors and Officers

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.

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.

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.

A recurring tension in venture-backed companies is that the investor who funds the business often wants a seat at the board table, and once its designee takes that seat, he or she owes fiduciary duties to the company...

Businesses and their leaders expect directors and officers (D&O) insurance to provide broad coverage for acts undertaken in an individual’s corporate capacity.

As cybersecurity claims the top spot among digital investment priorities globally, boards of directors face a critical question: are they building strategic capability or merely scrambling to meet the SEC's four-day disclosure requirement?

The Maritime Administration (MARAD) published two companion final rules in the Federal Register on June 4, 2026, that together modernize and streamline the process by which corporations and other business entities...

The Board of the Privy Council has refused permission for a director of a Mauritian company in liquidation to continue a claim on behalf of the company, instead of the liquidators: Manhattan Coffee Investment Holding (in liquidation) v Mwagiru [2026] UKPC 21.

ExxonMobil's shareholders have delivered a decisive victory for the company's reincorporation to Texas, with over 70% approval despite opposition from major proxy advisors ISS and Glass Lewis.