Search results for Director Liability

Duties of company directors under Bermuda law

The directors of a Bermuda company owe certain duties to their company when fulfilling their responsibility to oversee the management of the company. That includes both fiduciary d...

Court of Chancery Opens the Door for Expanded Caremark Liability Based on Workplace Misconduct Oversight Failures

Recently, the Delaware Court of Chancery held in Los Angeles City Employees’ Retirement System v. Glenn Sanford, et al. (“eXp”) that officers’ and directors’ fiduciary oversight ob...

Singapore Directors’ Duties: Avoiding Common Legal & Compliance Pitfalls 

Being appointed as a company director in Singapore is a significant milestone, but it is not just a prestigious title to add to your resume. Under the Singapore Companies Act, dire...

Being a company director: responsibilities many people are unaware of

Being a company director is often perceived as a position of prestige or even a mere formality within a company’s structure. However, what many people overlook is that accepting th...

Risk #10: Fiduciary Duties Revisited: Delaware Law and the Fund Manager’s Evolving Obligations

A significant shift in Delaware law is reshaping how courts evaluate conflicted transactions involving controlling stockholders, including private fund managers that control portfo...

Sole LLC owner can be individually liable under VCPA

The Fairfax County Circuit Court ruled that a sole LLC owner can be individually liable for wrongful acts under the Virginia Consumer Protection Act. The post Sole LLC owner can be...

Section 225 Action Fails Based on Fraudulent Corporate Documents

A recent Delaware Court of Chancery decision is noteworthy for its analysis of a claim in a summary proceeding to determine the rightful directors of a company after learning that...

Delaware Court of Chancery Upholds Removal of “Imperious” CEO Under DGCL Section 225

On April 20, 2026, Vice Chancellor J. Travis Laster issued a post-trial opinion in DSM HoldCo, Inc. v. Demoulas, C.A. No. 2025-1020-JTL (Del. Ch. Apr. 20, 2026), an action brought...

Delaware Court of Chancery Examines Duties of Blockholder Directors

A recent decision from the Delaware Court of Chancery should be in the toolbox of all corporate and commercial litigators. In Guilbeau v. Footprint International Holdco, Inc., C.A....

“There’s Only One Boss”: Delaware Court of Chancery Confirms Board’s Broad Authority to Remove a CEO in Dramatic Market...

In a post-trial opinion arising from a highly fact-intensive dispute that reads as much like a family drama as a corporate governance treatise, the Delaware Court of Chancery ruled...

Court Reversed Judgment Where A Stareholder And Controller Did Not Owe An Informal Fiduciary Duty

In Herman v. Metz, in 1989, Robert P. Metz and Dwayne Herman formed GBH Enterprises, Inc., and Metz owned 20% and Herman owned 80%. No. 14-24-00277-CV, 2025 Tex. App. LEXIS 6408 (T...

Chancery Holds Funds Aided and Abetted Portco Directors’ Fiduciary Breaches in Preferred Stock Financing Offered to All...

In Guilbeau v. Footprint (May 11, 2026), the Court of Chancery held, at the pleading stage of litigation, that it was reasonable to infer that certain directors of Footprint Intern...

AI oversight creates fresh governance pressure for directors and officers

Boards face growing disclosure, compliance, and litigation risks as AI adoption accelerates

Recent Developments for Directors - April 2026

Capital strategy has emerged as an important issue for boards. The financing landscape has shifted materially in recent years and remains dynamic. Capital has diversified beyond tr...

Fiduciary Duty Landscape for Business Owners and Investors: Take Time to Learn the Rules Before Jumping into the Game

People typically enter into business partnerships with the best of intentions. But when things go awry down the road, the minority partner may claim that the majority owner violate...

Japan to let companies shield directors from big liability claims

Extrinsic Evidence Rule-Corporate Officer Liability

Consolidated Construction sued both Gridiron Entities and Johnson after the company failed to pay for hotel design services. The post Extrinsic Evidence Rule-Corporate Officer Liab...

Can CEOs Be Liable for Employee Drug Arrests at Work?

Stuart Gentle Publisher at Onrec 09 Apr 2026|Can CEOs Be Liable for Employee Drug Arrests at Work?Workplace safety and compliance are central concerns for today’s business leaders...

A Workplace Death. An Upheld Conviction. And a Standard Every C-Suite Officer Should Understand.

A post written by Wade Needham (April 15, 2026), and reproduced with permission. Two judgments totaling 75,000 words were handed down across 2024 and 2026. Not everyone will read t...

ROC Chennai Fines Mascon Global Directors for Non-Appointment of Female Director

The Registrar of Companies (ROC), Chennai, has levied penalties on former officers of Mascon Global Limited for failing to appoint a mandatory woman director on the board of the co...

Texas Business Court Clarifies Fiduciary Duties in Texas LLCs

On April 23, 2026, the Texas Business Court (Third Division) issued its opinion in Enosis Investments, LLC v. Brett Jensen, Cause No. 25-BC03A-0008, which addressed questions regar...

Is Special Resolution Mandatory for Loans to Directors? What Did the Supreme Court Say?

Supreme Court holds special resolution mandatory for loans to directors; misuse of company funds for personal bail violates Section 185 of the Companies Act.

ROC Imposes Penalty on Director for Incorrect CSR Disclosure in AOC-4 XBRL

ROC Imposes Penalty on Director for Incorrect CSR Disclosure in AOC-4 XBRL The Registrar of Companies Mumbai-II has imposed a penalty of Rs 10,000 on the director for filing incorr...

Deadlock and Dissolution of LLCs Addressed by Delaware Court of Chancery

Vice Chancellor Laster’s recent opinion in In re Dynamk Fund Advisors LLC, No. 2026-0002-JTL, 2026 WL 1416650 (Del. Ch. May 20, 2026), offers several practical insights into the la...