Dandodiary.com

The business judgment rule, the most prominent and important standard of judicial review under corporate law, protects a decision of a corporate board of directors from a fairness review (“entire fairness” under Delaware law) unless a well-pleaded complaint...

by Mark A. Underberg In less than two years, seven states, including New York, New Jersey and California, have enacted laws creating a new hybrid type of corporation designed for businesses that want to simultaneously pursue profit and benefit society...

I entered teaching in 1985, leaving a partnership position with a major Twin Cities law firm where I practiced corporate and securities law. The year 1985 also ushered in great change in Delaware corporate law,* one of my specialties, due to the destabilizing...

This is a quick review for those individuals looking for Delaware jury instructions dealing with interested directors, minority shareholder oppression, and breach of fiduciary duty. We just completed a week long jury trial in DC covering these topics...

While my writing on comparative corporate governance has focused principally on the core issues of power and purpose – that is, the division of governance authority between boards and shareholders, and the aims toward which board decision-making...