10Jul
Fraud on the Board: Material Conflicts Must Be Disclosed to the Board to Warrant Business Judgment Review
A recent decision by the Delaware Supreme Court emphasizes the importance of fully disclosing material director and officer conflicts of interest in connection with proposed M&A transactions. Indeed, as the Court’s ruling makes clear, the business judgment rule can be rebutted—even if a majority of the board approving the transaction is independent, disinterested, and acts in good faith—if a single director or officer actively negotiating the transaction fails to disclose that he or she has a...
By:
Troutman Pepper
Related
Aquatherm, LLC v. CentiMark Corp, 2019 BL 13240 (D. Utah Apr. 12, 2019) - Stag II Lindon LLC and St...
Read More >
As winter once again approaches, employers, particularly those in cold-weather states, face the recu...
Read More >
In 2020, Ohio’s development officials are again awarding grants to fund commercial and industrial d...
Read More >
On October 8, 2019, the United States Supreme Court heard two oral arguments in three highly anticip...
Read More >
As the holidays quickly approach, consider sending a message from the Board or senior management rem...
Read More >
Topics include legal considerations for: • 401(k) Plan participation: Designing a 401(k) plan to i...
Read More >