Boardroom Update: Quick Takes and Takeaways on Legal Developments Affecting Rights and Duties of Directors and Officers

Former Officer Receives Change-in-Control Bonanza: Zebeck v. Metris Cos.

It was an outcome few familiar with change-in-control agreements would have predicted: a $42.7 million judgment under a change-in-control agreement to a former CEO who had been terminated by the company three years before the sale of the company. Read More

What Amount Of Deference Should A Court Give To A Special Litigation Committee? The Minnesota Supreme Court Gives A Deferential Answer.

The stock options backdating issues at United HealthCare Group have been the subject of many headlines, but not much new law. That changed on August 14, 2008. Read More

Corporate Bylaws Requiring Officer Indemnification And Advances Of Defense Costs May Apply Even Where There Has Been Criminal Misconduct.

Recent cases before courts in both Delaware and Minnesota demonstrate the breadth of a corporation's indemnity obligations. Read More

Who Should Pay For A Successful Shareholder Proxy Campaign? The Delaware Supreme Court Issues A Split Decision.

On July 17, 2008, the Delaware Supreme Court issued a split decision on the hotly-contested issue of whether a Delaware corporation can be required to reimburse dissident shareholders who wage a successful proxy campaign against current management and directors. Read More