Director behavior, shareholder protection, and corporate legal compliance

Article Abstract:

The Delaware Court of Chancery found in In re Caremark International, Inc. Derivative Litigation that directors do have an affirmative duty to monitor, find and correct misconduct by employees. In specific, the Court found that the defendants did not satisfy their duty to establish and maintain reporting systems to monitor compliance with the law. The ruling will provide shareholders with only limited protection because the reporting system duty only requires good faith effort on the part of directors and may shield them from liability.

Board of Directors-Functions, Boards of directors

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Some reflections about the Disney case

Article Abstract:

In the case of Brehm v. Eisner, the Delaware Supreme Court decided that the board of directors of Walt Disney Co. did not breach their fiduciary duty in granting a contract with favorable termination benefits to its president Michael Ovitz. The court ruled that the board acted in good faith when accepting advice that Ovits's hiring would benefit the company.

Labor contracts, Business judgment rule

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Fiduciary duties and disclosure obligations: resolving questrions after Malone v. Brincat

Article Abstract:

The author discusses the Delaware Supreme Court's ruling that stockholders may state a cause of action stemming from corporate director's mis-disclosure made in the absence of a request for stockholder action. Topics include the corporate officer's affirmative duty to disclose and the defenses available in duty-to-disclose cases.

Disclosure statements (Accounting), Corporate anti-takeover measures, Antitakeover strategies

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