Delaware Update: Confidentiality of Corporate Records, Board of Directors Oversight, Shareholder Derivative Claims
Analyzing Recent Cases and the Impact on Corporate Practice
Recording of a 90-minute CLE webinar with Q&A
This CLE course will examine the most significant recent court decisions affecting Delaware corporate law. The panel will explain how these changes can impact the release of corporate records, the oversight obligation of boards of directors in "mission-critical" issues, and shareholder derivative actions going forward.
- Overview of current cases decided by Delaware Supreme Court and Chancery Court
- Lebanon and DGCL 220
- Statutory requirements
- Prerequisites beyond the statute
- Proper purpose
- Credible basis requirement
- Scope of documents for production
- Developments regarding Directors' Caremark duty to monitor where comprehensive laws govern the company's mission-critical operations
- Marchard v. Barnhill and In re Clovis Oncology
- Boards of companies in highly regulated industries must actively monitor and oversee compliance with the regulatory environment
- Enhanced risk of personal liability for directors
- Steps to take in light of decisions
- Requirements for derivative actions and current application of Rales test
- Cases on the horizon for Delaware judiciary
The panel will review these and other high priority issues:
- What are the prerequisites under Section 220 for a successful claim in light of the decision in Lebanon County?
- In light of Marchand, what advice will directors need to create an oversight system that complies with the requirements under Caremark?
- How can a shareholder retain his or her rights to proceed against a board in a derivative action?
- What best practices should a corporate board follow to ensure compliance with current Delaware case law?
Gardner F. Davis
Foley & Lardner
Mr. Davis focuses his practice on corporate law. He advises boards of directors and special committees in regard to... | Read More
Mr. Davis focuses his practice on corporate law. He advises boards of directors and special committees in regard to fiduciary duty issues in various contexts, and he has extensive experience restructuring financially distressed enterprises, both inside and outside of bankruptcy. He is a member of the firm's Transactional & Securities, Bankruptcy & Business Reorganizations, and Private Equity & Venture Capital Practices. He frequently represents buyers and sellers in mergers and acquisition transactions, from management buy-outs to combinations of large public companies.Close
Tyler J. Leavengood
Potter Anderson & Corroon
Mr. Leavengood is a partner in the firm's Corporate Group. His practice focuses primarily on corporate and... | Read More
Mr. Leavengood is a partner in the firm's Corporate Group. His practice focuses primarily on corporate and commercial litigation in the Delaware Court of Chancery, which includes experience in litigating stockholder class and derivative actions, as well as actions for appraisal, indemnification, and inspection of books and records. Mr. Leavengood also has experience in counseling boards of directors and special board committees of Delaware corporations with respect to issues of fiduciary duty and internal corporate governance.Close