Remove topics breach-of-duty
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ESG Litigation: Derivative Claims Against Directors: Q&A

Cleary M&A and Corporate Governance Watch

In 2019, the (then Dutch) parent company of Shell was sued by an NGO, Milieudefensie, for breach of its duty of care towards Dutch nationals. ClientEarth is seeking a declaration that the directors are in breach of their duties, and an order that they adopt a strategy that includes targets aligned with Paris Agreement goals.

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Keeping Up With M&A Case Law – Spotlight on Recent Delaware Decisions

Cooley M&A

Despite the thin allegations on the topic by plaintiffs (given the lack of board minutes and similar materials), the court found that the facts and circumstances surrounding the combination – and the defensive effect of the provisions of the stockholders’ agreement –support this conclusion.

M&A 52
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Use of Knowledge Qualifiers for Representations and Warranties

What's Market

In partnership with Bloomberg Law, Dan has developed a series of 25 articles looking at these trends, on a topic-by-topic basis, providing practical insight into where these trends are heading, and the relevant implications for M&A deal professionals.

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Board of Directors Shareholders' Monthly / Quarterly Report

Francine Way

It is very common for a Corporate Strategy & Development person (especially those with cross-functional project management background) or a CEO’s Chief of Staff to be tasked with the responsibility of generating a monthly / quarterly report of some sort for the executive team, the Board of Directors (BoD), or both.

S&P 130
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New SEC Disclosure Rules for Cybersecurity Incidents and Governance and Key Takeaways

Cleary M&A and Corporate Governance Watch

The rules were approved by the SEC on a 3-2 vote, with the two Republican commissioners dissenting. [1] The rules were approved by the SEC on a 3-2 vote, with the two Republican commissioners dissenting. [1] This Alert Memorandum describes the Commission’s new cybersecurity disclosure rules and provides some key takeaways. The New Rules A.