Director and Officer Liability: Trends From Recent Delaware Cases
Breach of Fiduciary Duty Claims, Activist Shareholders, Records Retention, Material Conflicts, and Merger Challenges
Recording of a 90-minute CLE video webinar with Q&A
This CLE course will examine the most significant recent Delaware court decisions impacting director and officer liability. The panel will explain how these decisions may affect future stockholder claims, merger challenges, and demands for books and records. The panel will also address the differences in liability claims brought against directors versus officers.
Outline
- Current Delaware litigation
- Officers in deal litigation
- Stockholder-plaintiff challenges to officer conduct
- Books-and-records demands for officer materials
Benefits
The panel will review these and other key issues:
- What does current Delaware case law say about director liability, and how can counsel best limit the risk of director liability?
- What liability do officers have, and how is it different from director liability in merger challenges?
- How do courts interpret the gross negligence standard applicable to breach of fiduciary duty claims against officers?
- What requirements do directors and officers have related to record retention in connection with stockholder demands for inspection?
Faculty
Tyler J. Leavengood
Partner
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.
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Jaclyn C. Levy
Partner
Potter Anderson & Corroon
Ms. Levy focuses her practice on corporate and commercial litigation in matters involving Delaware corporations and... | Read More
Ms. Levy focuses her practice on corporate and commercial litigation in matters involving Delaware corporations and alternative entities. Her experience includes stockholder class and derivative actions, actions for appraisal, indemnification and advancement actions, and demands to inspect books and records. Ms. Levy also has experience counseling boards of directors and corporate clients on their rights and obligations under Delaware law.
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