business judgment rule

Contract's Plain Meaning Voids Parties Understanding

Jay McDaniel
October 24, 2011 06:00

A contract means what it says, even if the two parties who came to the agreement may have understood something different.  This can be a trap for the business that is not careful to ensure that the contract that it signs at the end of negotiations accurately reflects exactly what it thinks it...

"Say on Pay" Lawsuit Survives Dismissal Motion

Kevin LaCroix
September 22, 2011 08:36

Only small a small number of companies experienced a negative “say on pay” vote this past proxy season, but many of the companies that did found themselves hit with a shareholder lawsuit in the wake of the negative vote. Cincinnati Bell is one of the companies that with both a negative...

Court Defers to Management's Liquidation Value in Dissenting Shareholder Value

Jay McDaniel
January 24, 2011 15:21

Is a shareholder who dissents to the sale of a business stuck with the terms of the sale as the measure of the fair value of their interest?  That seems to be effect of an appellate division opinion affirming a trial court’s decision to apply the business judgment rule in deciding that...

Pre-Suit Demand in Derivative Action Not Met: Security Police & Fire Professionals of Am. Retirement Fund v Mack

James M. Wicks
December 21, 2010 18:12

In a December 9, 2010 decision by Justice Kornreich, the Court dismissed a derivative action brought by shareholders of Morgan Stanley, against Morgan Stanley and its executive officers and directors. The complaint sought damages for compensation that Morgan Stanley paid and planned to pay its...

BP, CSR, and the Greening(?) of the Business Judgment Rule

November 09, 2010 21:27

We hear a lot these days about the importance of "going green" which - while having some varying meanings - essentially comes down to being more "responsible" about the resources, people, and the world around us.  As the BP oil spill drama winds down and the inevitable...