The solution may require the Delaware Legislature to amend the General Corporation Law to allow shareholders to sue for damages in merger agreement breaches
David Bernstein of Goodwin Procter examines recent Delaware rulings that directors may be held accountable for not preventing corporate problems of which they are not even aware
In light of the Business Roundtable's recent statement on the subject, Goodwin Procter counsel David Bernstein asks how companies should prioritise the consideration of multiple stakeholder groups
In this edition’s Corporate Governance Quarterly, Goodwin counsel David Bernstein explains why dual-class stocks don’t deserve the bad name they have in certain circles
The recent case has brought the question of materiality in acquisition agreements to light again, but it’s not the game-changer many think it is, writes Goodwin Procter’s David Bernstein
US courts are progressively shifting their analysis to the process by which a transaction is approved, leaving behind fear of these investors' influence
In this latest instalment of Corporate Governance Quarterly, Goodwin Procter's David Bernstein explains how the role is becoming a hazardous undertaking
This latest instalment of Corporate Governance Quarterly analyses a Delaware ruling that revisits the Revlon rule. It could change the way boards sell their companies
This latest instalment of Corporate Governance Quarterly looks at how US courts seem to be shifting to advisors responsibility for directors’ failure to fulfill their duty of care
The implementation of the SEC's electronic filing system in 1994 added a new dimension to the public company concept, says David Bernstein of K&L Gates