Directors' and Officers' Liability: Corporate Governance Developments
In his column on Directors' and Officers' Liability published in the New York Law Journal, Joseph McLaughlin examines three recent decisions of interest to corporate practitioners: (i) a Delaware Supreme Court reversal of a Court of Chancery decision that had established a bright-line rule barring a stockholder plaintiff from bringing a corporate books and records action if the plaintiff previously filed a putative derivative suit; (ii) a post-trial Court of Chancery ruling providing practical guidance to boards of corporations with a controlling stockholder in conducting a process for a third-party transaction that will pass both business judgment and entire fairness review; and (iii) in a case of first impression, a California federal district court's guidance on the steps a board may and may not take to pre-determine the forum for putative stockholder derivative actions brought on behalf of the company.