More on Corporate Stakeholders and Shareholder Primacy

In my last post I commented on the Harvard Shareholder Rights program’s misguided effort to eradicate classified boards of directors. Today, theRacetotheBottom commented on a paper by Margaret Blair, “Corporate Law and the Team Production Problem“, challenging the dominate scholarly view over the last few decades that the sole purpose of a corporation is to [...]

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Harvard Law School’s Shareholder Rights Mistake

The Harvard Law School Shareholders Rights Project recently issued joint press releases with five institutional investors announcing the submission during the 2012 proxy season of proposals to more than 80 S&P 500 companies with staggered boards, urging that their boards be declassified, according to an article by Martin Lipton and Theodore Mirvis posted on the [...]

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Delaware – Directors do NOT Owe Fiduciary Duties When Exercising Right of First Refusal

In an interesting case of first impression the Delaware Court of Chancery recently held that a company and its directors do not have a disclosure obligation, and do not owe other fiduciary duties, to a shareholder when exercising a right of first refusal.  A right of first refusal grants the holder the right to match [...]

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Delaware Amends Law to Provide Additional Director Protection – Officers and Directors Should Sign Indemnity Agreements

The Delaware state legislature has updated the Delaware General Corporation Law for 2009 to provide additional indemnity protection for directors.  Delaware corporation law is important to businesses throughout North America because the Delaware Court of Chancery (a special business court) and the Delaware Supreme Court are the source of most common law on corporations, and [...]

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Delaware Supreme Court Extends Fiduciary Duties to Company Officers

In Gantler v. Stephens, C.A No. 2392, 2009 WL188828 (Del. Jan. 27, 2009), the Delaware Supreme Court held that officers of Delaware corporations owe the same fiduciary duties of care and loyalty to the company and its shareholders as directors owe.  Prior Delaware court decisions have implied that officers might have the same fiduciary duties [...]

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