Category: Fiduciary Duties

The “Long Goodbye” to Duty of Care as a Real Basis for Director Liability in M&A: The Legacy of Chancellor Allen

The fiduciary duty of care has become more aspirational than a real legal basis for potential director liability in M&A in the Age of DGCL Section 102(b)(7), Corwin v. KKR Financial Holdings LLC (Del. 2015) and In re Volcano Corp. Stockholders Litigation (Del. Ch. 2016).  At the 32nd Annual Tulane Corporate Law Institute in New Orleans on Thursday and Friday, March 5 and 6, 2020, a panel led by former Delaware Chief Justice Leo Strine (and including former Delaware Supreme...

WeWork Debacle: Why Corporate Governance Matters

The recent saga of WeWork—a stylish co-working concept—provides a stark reminder of the importance of adhering to proven corporate governance principals.  The corporate form as a means of funding an enterprise works very well when the owners elect a board, the board hires and oversees management, and management adheres to metric-based goals.  However, when a cult of personality grows around a founder who believes he or she always knows best, paired with hands-off investors and a passive board, the governance...