Directors & Officers

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 [...]

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 [...]