1. Fiduciary Duties

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    3. Board Observers’ Functions Are Distinct from Directors for Liability Purposes Under Section 11

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      Board Observers’ Functions Are Distinct from Directors for Liability Purposes Under Section 11
      Last week, the United States Court of Appeals, Third Circuit issued a ruling in Obasi Investment Ltd v. Tibet Pharm., Inc which pronounced that under Section 11 of the Securities Act of 1933, a board observer is not a person performing similar functions as a director on a corporate board...
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      Mentions: Fiduciary Duties Board Observer

    5. Caremark Liability for Regulatory Compliance Oversight

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      Caremark Liability for Regulatory Compliance Oversight
      In Marchand v. Barnhill (Blue Bell) (June 18, 2019), the plaintiff-stockholder claimed that the directors of Blue Bell Creameries USA, Inc., an ice cream manufacturer (the Company), breached their fiduciary duty of loyalty under Caremark by having failed to oversee and monitor the Companys food safety operations. The suit was brought after an outbreak of listeria contamination in the Companys ice cream led to the sickening and (in three cases ...
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      Mentions: Fiduciary Duties Caremark

    10. Sears Says Lampert Stripped Company 'of billions of dollars of assets'

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      Sears Says Lampert Stripped Company 'of billions of dollars of assets'
      Sears Holdings Corporation; Sears, Roebuck And Co.; Sears Development Co.; Kmart Corporation and several debtors last week took former Chairman and CEO Eddie Lampert and other former board members to court, demanding a jury trial on claims that it has been pillaging the company for years, according tocourt documents filedwith the United States Bankruptcy Court Southern District Of New York...
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      Mentions: Fiduciary Duties bankruptcy Sears

    11. Fiduciary Duties of Dissenting Directors and their Boards – Stobart v Tinkler

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      Fiduciary Duties of Dissenting Directors and their Boards – Stobart v Tinkler
      In Stobart v Tinkler [2019] EWHC 258 (Comm), the high court has taken an extremely restricted view of the freedom of a dissident director to take his case outside the boardroom. At the same time, the court largely endorsed the freedom of the board to silence that director with respect to public statements...
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      Mentions: Fiduciary Duties human rights Dissenting Director

    13. Finding Insufficient Proof Of Damages, Delaware Court Of Chancery Enters Judgment In Favor Of Defendant Despite Finding Fiduciary Duty Breaches

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      Finding Insufficient Proof Of Damages, Delaware Court Of Chancery Enters Judgment In Favor Of Defendant Despite Finding Fiduciary Duty Breaches
      On October 16, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery found in a post-trial opinion that Potomac Capital Partners II, LP (Potomac), an activist investor, aided and abetted breaches of fiduciary duty by the board of PLX Technology Inc. (PLX) in connection with its acquisition by Avago Technologies Wireless (U.S.A.) Manufacturing Inc. (Avago), but entered ...
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      Mentions: Fiduciary Duties Opinion Delaware
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  4. Quotes about Fiduciary Duties

    1. The personal tax position of the Murdoch family must be an irrelevant consideration for the board, in order for the board to comply with their fiduciary duties.
      In Activist Investor Chris Hohn Says he Would Back Cash Bid by Comcast for Fox Assets
    2. The class action lawsuit claims that Starbucks' board of directors and executive officers breached their fiduciary duties and
      In Shareholders Sue Starbucks For $2.8 Billion Over Dispute With Kraft
    3. It raises questions about the board, corporate governance and fiduciary duties.
      In Viacom Names CEO Dauman as Chair as Redstone Exits; Daughter Protests