When Delegation Becomes Abdication

When Delegation Becomes Abdication

PRIORITY 9: JUDICIAL Executive Summary The Delaware Court of Chancery has allowed duty-of-loyalty claims to survive against outside directors who approved a fundamental transaction in a single meeting, without outside advisors, in conscious violation of the...
When Delegation Becomes Abdication

When Delegation Becomes Abdication

When Delegation Becomes Abdication Chancery confirms: outside directors who rubber-stamp a fundamental transaction and then go silent face personal liability, even when they are technically independent. Executive Summary In YWCA of Rochester and Monroe County v....
When the Board Rushes AI

When the Board Rushes AI

Two of the world’s top strategy firms published primary research this week confirming the same structural failure: boards are pushing faster AI adoption than their CEOs believe is sound, while most directors lack the knowledge to govern what they are...
Delaware Supreme Court Locks In SB 21

Delaware Supreme Court Locks In SB 21

Executive Summary The Delaware Supreme Court has unanimously upheld Senate Bill 21’s fiduciary safe harbors and retroactivity clause, clearing every constitutional challenge and remanding all pending conflicted-controller cases to the Court of Chancery for...
SEC Takes Auditor Enforcement From the PCAOB

SEC Takes Auditor Enforcement From the PCAOB

Executive Summary The SEC has formed a dedicated enforcement unit, the “SOX Group,” to investigate and prosecute violations of auditing standards. These are functions held by the PCAOB for the past 20 years. Fortune 500 audit committees now operate under a...
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