D&O Fiduciary Duties to Multiple Classes of Stockholders
Lessons From In re Trados Inc. and Other Recent Delaware Decisions
Recording of a 90-minute CLE webinar/teleconference with Q&A
Conducted on Wednesday, January 27, 2010
Recorded event now available
This CLE seminar will examine In re Trados, In re John Q. Hammons Hotels, and other recent Delaware cases and their implications for directors and officers. The panel will discuss fiduciary duties owed to multiple shareholders and offer strategies to minimize the risk of breach of fiduciary duty lawsuits.
Description
Advising corporate boards regarding the fiduciary duties they owe the company and its shareholders is a growing challenge for counsel as more companies face financial distress. This task is even more complicated when the corporation has multiple classes of stockholders.
A recent Delaware case, In re Trados Inc. Shareholders Litigation, provides meaningful guidance on the duties directors and officers owe multiple classes of stockholders. In re Trados intersects with Delaware's developing "zone of insolvency" case law, also a current concern for corporations.
Another recent Delaware case, In re John Q. Hammons Hotels Inc. Shareholders Litigation, helps clarify applicable fiduciary duties owed in transactions involving dual class companies and provides guidance for counsel in such transactional situations.
Listen as our panel of corporate attorneys discusses the implications of In re Trados, In re John Q. Hammons Hotels, and other recent Delaware cases for directors and officers; explains the fiduciary duties owed to multiple shareholders; and offers best practices to minimize the risk of breach of fiduciary duty lawsuits.
Outline
- Review of current Delaware case law and implications
- In re Trados Inc. Shareholders Litigation (Delaware Chancery Court, July 24, 2009)
- In re John Q. Hammons Hotels Inc. Shareholders Litigation (Delaware Chancery Court, October 2, 2009)
- “Zone of insolvency” developing case law (E.g., North American Catholic Education Programming Foundation v. Gheewalla, 930 A.2d 99 (Del. 2007)
- Strategies to minimize liability risk
- Deliberate decision-making in best interest of entire company
- Business judgment rule and “entire fairness” test
- When necessary and how to structure them
- Disguised “deepening insolvency” claims
- Claim preclusion
- Derivative suits
- Indemnification
Benefits
The panel will review these and other key questions:
- What insights and guidance do In re Trados, In re John Q. Hammons Hotels, and other recent Delaware cases offer counsel advising corporate boards in which there are multiple classes of stockholders?
- How can directors and officers minimize liability for decisions made that benefit certain preferred stockholders at the expense of common shareholders?
- What strategies can counsel for directors and officers employ to defend against breach of fiduciary duty lawsuits?
- How can corporations avoid and defend derivative lawsuits arising from director and officer actions?
Faculty
Trevor Norwitz,
Partner
Wachtell Lipton Rosen & Katz, New York
He focuses primarily on mergers and acquisitions, corporate governance and securities law matters. He has advised a range of public and private entities in a variety of industries in connection with mergers, acquisitions, divestitures, hostile takeover bids and defenses, proxy contests, joint ventures, financing transactions and corporate governance matters.
Mark A. Morton,
Partner
Potter Anderson & Corroon, Wilmington, Del.
His practice involves corporate counseling, governance and opinion work. He advises clients regarding the Delaware General Corporation Law, governance of Delaware corporations, and fiduciary obligations. He represents corporations and corporate boards in connection with mergers, asset sales, dividends, stock repurchases, charter and bylaw amendments, preferred stock designations and dissolutions.
Michael D. DiSanto,
Partner
Reed Smith, Palo Alto, Calif.
He counsels clients on a broad range of corporate and securities law matters, including formation, initial capitalization, private and public financings; mergers and acquisitions, joint ventures, recapitalizations, restructurings, technology licensing, general securities law compliance, disclosure obligations, corporate governance and related matters.
Ordering
Recorded Event
Includes full event recording plus handouts (available after live seminar).
CLE: Pre-approved for self-study credit in AK, AZ, CA, CT*, MO, MT, NY*, TX, VT, WA. Upon request, self-study credit is also available in: CO, FL, GA, ID, KY, LA, ME, ND, NE, NH, NM, NV, OR, UT, WI, WV, WY. If you are applying for self-study credit in one of these states, contact Strafford CLE at 1-800-926-7926 ext. 35 or CLE@straffordpub.com. (*For CT and NY, Strafford needs to process the CLE — see below to purchase this option.)
MP3 Download (Audio with Slide PDFs) $297.00
Available 24 hours after the live event
Webinar Download (Slide Presentation with Audio) $297.00
Available three business days after the live event
CD (Audio with Slide PDFs) $297.00
plus $9.45 S&H
Available ten business days after the live event
DVD (Slide Presentation with Audio) $297.00
plus $9.45 S&H
Available ten business days after the live event
CLE Processing on Recorded Event $65.00
CLE on Live Event
Continuing Legal Education credit processing is available for an additional $65 per person per state in states where webinars and teleconferences are accredited.
You may register for CLE credit processing before or after a program (application deadlines vary by state). Exceptions: Pennsylvania attorneys must pre-register for CLE. Maine and Alabama attorneys please call 1-800-926-7926 ext. 10 for special instructions.
CLE credits are not available for DE, IN, KS, OH, and PR or for NY attorneys admitted within the last 2 years.
CLE Processing $65.00
Webinar/Teleconference
Strafford webinars/teleconferences offer several options for participation: online viewing of speaker-controlled PowerPoint presentations with audio via computer speakers or via phone; or audio only via telephone (download speaker handouts prior to the program). Please note that our webinars do not feature videos of the presenters.
Program Materials
Requires Adobe Reader 8 or later. Download Acrobat FREE.
Program Materials
Requires Adobe Reader 8 or later. Download Acrobat FREE.
CLE Credit
Strafford's live seminars qualify for CLE in every state that accredits webinars. They offer you a high quality, cost effective, and convenient CLE option, with no lost travel time or expenses.
Customer Reviews
Very informative — one of the best run programs in a plethora of on-line offerings.
Jeff Michelman
Stinson Morrison Hecker
Content was superb.
Patrick Webb
Webb & Carey
One of the best CLEs outside my firm that I have attended in a long time. The materials and the dual perspectives were great and the comments on one another's presentations were very instructive.
Lisa Taylor Hudson
Sands Anderson Marks & Miller
The presentation and handouts were very informative. And it allowed me to attend a CLE without leaving the office.
Bill Pemerton
Horton Maddox & Anderson
The speakers were well versed and kept my attention throughout the program.
Natalie Kossak
Independent Fiduciary Services
Corporate Law Advisory Board
Partner
Hogan & Hartson
General Counsel
Assurance America Corporation
Partner
Mayer Brown
Kathleen Mayton
General Counsel
Rollins, Inc.
Partner
K&L Gates
Partner
Kaye Scholer