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13 Aug 2016, 2:28 pm by Carl Neff
Aug. 1, 2016), Vice Chancellor Montgomery-Reeves dismissed Caremark claims brought against certain directors (“Directors”) of Qualcomm, Incorporated (“Qualcomm” or “Company”). [read post]
4 Jan 2024, 6:00 am by K. Tyler O'Connell, Alena Smith
Here, the Court reviewed the books and records incorporated by reference in the complaint and determined that the plaintiff failed to plead demand futility. [read post]
15 Feb 2008, 5:15 am
That section allowed a corporation to place in its certificate of incorporation a provision protecting directors from suits seeking monetary damages for breaches of their duty of care, even if those breaches amounted to gross negligence. [read post]
20 May 2021, 3:38 pm by Commentary:
Many of the country’s largest corporations are incorporated in Delaware. [read post]
26 Nov 2023, 6:40 pm by Steve Bainbridge
Third, where I part ways with Barr and Berry is in their theory that the Caremark error will lead to Delaware losing incorporations to red states (or, for that matter, any state). [read post]
4 Feb 2021, 6:52 am by Kevin LaCroix
  The Vice Chancellor further noted that MoneyGram’s Articles of Incorporate contain a Section 102(b)(7) provision exculpating the directors from liability except for breaches of the duty of loyalty. [read post]
7 Feb 2023, 2:13 pm by Alejandro Moreno and Eugene Choi
 As is the case with respect to a Caremark claim against a director, “oversight liability for officers requires a showing of bad faith. [read post]
15 Feb 2023, 9:03 pm by John Jenkins
High-profile Caremark cases and SEC enforcement actions have focused attention on the ever-higher expectations placed on boards when it comes to risk oversight. [read post]
24 May 2023, 6:30 am
 (April 17, 2023), the Delaware Court of Chancery granted a motion to terminate a derivative suit brought against the former directors of Baker Hughes Incorporated that challenged the fairness of the company’s merger with an affiliate of its controller. [read post]
24 May 2023, 6:30 am
 (April 17, 2023), the Delaware Court of Chancery granted a motion to terminate a derivative suit brought against the former directors of Baker Hughes Incorporated that challenged the fairness of the company’s merger with an affiliate of its controller. [read post]
6 Feb 2023, 9:01 pm by renholding
For example, in 2020, the Delaware Court of Chancery addressed both prongs of Caremark in the Teamsters v. [read post]
20 Jul 2023, 12:15 am
  If this reminds anyone of Chancellor Allen's ruling in In re Caremark Int'l Inc. [read post]
28 May 2021, 6:01 am
Caremark Developments and the Imperative of Regular Risk Review Posted by William Savitt, Wachtell, Lipton, Rosen & Katz, on Friday, May 21, 2021 Tags: Board oversight, Boards of Directors, Caremark, Compliance & ethics, Director liability, Liability standards, Oversight, Risk, Risk disclosure, Risk oversight, Securities litigation Does Common Ownership Really Increase Firm Coordination? [read post]
26 Jan 2024, 6:30 am
Cohen and Fuad Rana, Davis Polk & Wardwell LLP, on Monday, January 22, 2024 Tags: Cybersecurity, ESG, Human capital, Public Companies, public company enforcement, SEC Indexing and the Incorporation of Exogenous Information Shocks to Stock Prices Posted by Randall Morck (Alberta School of Business) and M. [read post]
26 Jan 2024, 6:30 am
Cohen and Fuad Rana, Davis Polk & Wardwell LLP, on Monday, January 22, 2024 Tags: Cybersecurity, ESG, Human capital, Public Companies, public company enforcement, SEC Indexing and the Incorporation of Exogenous Information Shocks to Stock Prices Posted by Randall Morck (Alberta School of Business) and M. [read post]
1 Feb 2023, 12:15 am
Although McDonald's Corporation was incorporated in Delaware, its principal executive office is in Chicago and I assume that Mr. [read post]
31 Oct 2016, 9:00 pm by Karel Frielink
According to the court, the allegations (of the complaint and the documents incorporated therein) would allow reasonable minds to argue either side of a debate over whether the directors’ oversight of the bank’s compliance program was sufficiently robust or flawed. [read post]