SESSION 1 — 90 mins, credit 1.50 | 1.00 ethics
How Recent Fiduciary Duty Cases Affect Advice to Directors and Officers of Delaware and Texas Corporations (Mar 2015)
Boards of Directors continue to face difficult decisions and seek guidance from counsel as they respond to the challenges of both an economy that is in a slow recovery and new legislative and regulatory initiatives. The panel discusses the fiduciary issues that Directors and Officers face in the current M&A market and considers the lessons to be learned from recent decisions of courts in Delaware and Texas concerning the deference afforded Boards to run a sale process, the competing interests of holders of common and preferred stock and debt, and the duties of controlling stockholders in a sale process. The panel addresses fiduciary issues regarding the executive compensation process, Director oversight duties, and dealings with activist stockholders. The discussion also encompasses fiduciary duties in the context of partnerships and limited liability companies, plus ethical considerations in light of the Courts' decisions.
Originally presented at: Feb 2015 Securities Regulation and Business Law