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11 Feb 2020, 4:30 am by John Jascob
By Anne Sherry, J.D.With over a third of the voting power in NCI Building Systems, along with a proportionate number of insiders on the board and contractual veto rights, private equity firm Clayton, Dubilier & Rice may have controlled the company sufficient to cast doubt on its 2018 acquisition of Ply Gem. [read post]
1 Jun 2018, 6:00 am by Edward M. McNally
May 30, 2018) This is an interesting decision for its discussion of when pre-suit demand on the board is not excused for a derivative complaint alleging the directors made improper disclosures to stockholders. [read post]
26 Feb 2024, 4:37 am by Peter Mahler
The First Department also invalidated a self-interested director transaction in Sardanis v Sumitomo Corp. [read post]
25 Jan 2017, 5:12 am by Carl Neff
The Court noted that Section 141(k) of the DGCL provides that “[a]ny director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors” subject to two exceptions not pertinent here. [read post]
11 May 2015, 6:54 am by MBettman
On May 19, 2015, the Supreme Court of Ohio will hear oral argument in the case of Board of Health of Cuyahoga County v. [read post]
23 Oct 2014, 3:04 am by Larry Tolchinsky
 The result is that the Condo Board of Directors may be liable for exceeding their authority under the condominium documents. [read post]
19 Jan 2020, 8:32 pm by Carl Neff
AmerisourceBergen Corporation, Vice Chancellor Laster ordered  AmerisourceBergen Corporation (“AmerisourceBergen” or the “Company”) to make available for inspection board-level documents formally evidencing the directors’ deliberations and decisions and the materials that the directors formally received and considered (the “Formal Board Materials”) relating to whether AmerisourceBergen engaged in wrongdoing… [read post]
15 May 2011, 1:32 pm by David Jacobson
… Fifthly, although there are problems with cases where the board of the company splits into a majority and minority faction, so long as the influence controls the real decision makers, the person providing the influence may be a shadow director. [read post]
13 Jun 2012, 2:00 am by Keith Paul Bishop
  This may be changing as a result of a very significant decision issued last Friday by the Second District Court of Appeal in Cole v. [read post]
16 Jul 2014, 5:10 am by J Robert Brown Jr.
 When he sees directors on special committees who may have close personal relations with someone on the other side of the transaction, he declines to simply ignore the relationships. [read post]
12 Mar 2012, 6:00 am by Beth Bernstein
The Benefits Review Board recently addressed the applicability of these sections in Brown v. [read post]
23 May 2022, 1:04 pm
Full disclosure: I knew Reuben briefly when I was on the Board of Directors of the Federal Defenders down here in San Diego and he was the Executive Director. [read post]
12 Jul 2010, 7:21 pm
While this Article is skeptical about the effectiveness of board independence in India, it suggests reforms to embolden independent directors that may empower them to play a more meaningful role in corporate governance.4. [read post]