Our Client Alert discusses the Delaware Court of Chancery’s recent issuance of a rare post-trial decision finding a CEO personally liable for millions of dollars in damages for breaching his fiduciary duties by tilting his company’s sale process in favor of his preferred acquiror and failing to disclose material facts about the sale process. Equally unusual, the Court of Chancery found the acquiror liable for monetary damages, on a joint basis with the CEO, for aiding and abetting the CEO’s breaches of fiduciary duty in providing inadequate disclosures to stockholders. The decision provides valuable insight into what Delaware courts expect of management and a board when selling a company, as well as the risks that can arise when a court determines that a sale process and related disclosures were improper.Continue Reading In Rare Decision, Delaware Court of Chancery Imposes Liability on CEO and Acquiror Post-Trial
Fiduciary duty
Delaware Court of Chancery Concludes That Duty of Oversight Applies to Officers
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Posted in Corporate Governance, Delaware Law
Our Client Alert discusses a recent decision by the Delaware Court of Chancery in which the court determined that officers (not just directors) owe a fiduciary duty of oversight under Delaware law. The case, In re McDonald’s Corporation Stockholder Derivative Litigation, involved derivative claims asserted by stockholders of McDonald’s against its board of directors and certain officers, including its former Chief People Officer, who was the subject of the court’s decision resolving his motion to dismiss the claims against him. The court’s decision clarifies an important but previously uncertain area of Delaware law pertaining to officers’ fiduciary duties. Significantly, the court also concluded that sexual harassment committed by the executive was itself a breach of his fiduciary duty of loyalty.Continue Reading Delaware Court of Chancery Concludes That Duty of Oversight Applies to Officers