In a win for corporate boards and vindication of directors at McDonald’s Corporation, the Delaware Chancery Court in McDonald’s II dismissed all shareholder claims that directors violated their oversight duties amid a toxic corporate culture. Four takeaways from Vice Chancellor Laster’s opinion offer valuable guidance for corporate directors in today’s volatile world. Read more
Delaware Law
Officer Inculpation and Exculpation: Might McDonald’s and 102(b)(7) Converge?
Delaware recently delivered two important legal changes that officers, directors and shareholders should be thinking about. First, a Delaware court last month held that officers, like directors, owe their companies a duty of oversight. Second, the Delaware legislature last year authorized companies to amend their charters to immunize officers, as well as directors, for…
Who Are Quality Shareholders and Why You Should Care: The 37th Annual Francis G. Pileggi Distinguished Lecture in Law
The stated purpose of the Pileggi Lecture is to create an opportunity for those “distinguished” in corporate law and governance to address those “most responsible for shaping it:” the Delaware bench and bar. The message I’d like to share is: you are doing an excellent job, and please keep it up. A few takeaways upfront:…