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 with Q&A
This CLE course 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.
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 S. Norwitz
Partner
Wachtell Lipton Rosen & Katz
He focuses primarily on mergers and acquisitions, corporate governance and securities law matters. He has advised a... | Read More
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.
CloseMark A. Morton
Partner
Potter Anderson & Corroon
Mr. Morton’s practice involves corporate counseling, governance and opinion work. He regularly advises clients... | Read More
Mr. Morton’s practice involves corporate counseling, governance and opinion work. He regularly advises clients regarding all aspects of the Delaware General Corporation Law, governance of Delaware corporations, and fiduciary obligations, both in the context of daily business affairs and with respect to mergers, acquisitions, and other corporate transactions. He also authors opinion letters on a wide range of matters of Delaware corporation law. In addition, he frequently is engaged to serve as counsel to Special Committees and Conflicts Committees in connection with various conflict transactions, including M&A transactions.
CloseMichael D. DiSanto
Partner
Reed Smith
He counsels clients on a broad range of corporate and securities law matters, including formation, initial... | Read More
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.
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