Brian T.M. Mammarella

Nov 10, 2024 | law.com | Nathaniel J. Stuhlmiller |Brian T.M. Mammarella

In 2016, the Delaware Court of Chancery held in In re Trulia Inc.

Oct 21, 2024 | businesslawtoday.org | Geoffrey B. Fehling |Brian T.M. Mammarella |Olivia G. Bushman |Jae Lynn Huckaba

Directors and officers of Delaware corporations often benefit from a robust suite of liability protections that generally include exculpation rights, indemnification rights, rights to recoup expenses incurred while defending a proceeding in advance of its final disposition (or “advancement” rights), and rights under director and officer (D&O) liability insurance policies.

Jul 3, 2024 | law.com | Nathaniel J. Stuhlmiller |Brian T.M. Mammarella

In 2014, the Delaware Supreme Court held in Kahn v.

Nov 15, 2023 | law.com | Brian T.M. Mammarella

Under Delaware law, corporate fiduciaries owe an affirmative duty of disclosure when seeking stockholder action—including, for example, presenting a matter for stockholder approval or proposing a transaction that otherwise requires stockholders to make an investment decision, such as whether to seek appraisal or participate in a corporation’s self-tender. In these circumstances, directors owe an affirmative duty to disclose all material information within the board’s control.