28 11, 2023

The Business Judgement Rule and the Entire Fairness Standard As It Applies to Controlling Stockholders

By |2023-11-28T08:47:48-06:00November 28, 2023|@PLUS, D&O, Guest Blog, PL Insurance|0 Comments

Directors owe a duty of loyalty to their company and its stockholders. That duty requires that a director act in good faith and in the best interests of the company and stockholders, rather than in the director’s own interests or in the interests of someone to whom the director is beholden, controlled by, or otherwise dependent upon.[i]  Courts employ up to two standards of review when assessing challenged business transactions: the business judgment rule; or the entire fairness standard.  Paramount to the outcome of the challenge is the standard under which a director’s actions are reviewed.  If the court finds [...]

14 11, 2023

Derivative Actions: Decoding Shareholder Litigation for D&O Professionals

By |2023-11-14T08:55:45-06:00November 14, 2023|@PLUS, D&O, Guest Blog, PL Insurance|0 Comments

Your Guide to Governing Derivative Claims Greg Markel, along with his colleagues, Gina Ferarri, and Sarah Fedner have penned an incredible, comprehensive resource aimed at enriching your knowledge of governance and derivative claims - the Derivative Actions Flipbook. This guide is designed to be a valuable asset for you, your colleagues, and all stakeholders with an interest in the corporate landscape. Navigating Shareholder Advocacy: Derivative actions, lawsuits initiated by shareholders on behalf of a harmed corporation, have grown in prominence. This makes it crucial for various stakeholders, including Directors, Officers, shareholders, insurers, employees, creditors, suppliers, and financial advisors, to gain [...]

13 11, 2023

Goldman Sachs: Common Sense Prevailed in the 2nd Circuit Webinar Recap

By |2023-11-17T09:25:14-06:00November 13, 2023|@PLUS, D&O, PL Insurance|0 Comments

On August 10, 2023, the Second Circuit Court of Appeals reversed the S.D.N.Y. class certification order in Goldman Sachs effectively decertifying the securities class action and cementing the directives of the Supreme Court pertaining to price impact evidentiary requirements to rebut the presumptions of reliance. The ruling empowers district court Judges with data-driven price impact evidence to determine whether a causal link exists between the statements’ investor plaintiffs allege defendant’s misrepresented and the resulting decline in stock price from allegedly related corrective disclosures. The webinar will provide the audience with a basic overview of Goldman's price impact standards and how [...]

Go to Top