Corporate Communicator - September 2008


In this issue we highlight some important recent developments in Delaware law. One important development relates to the indemnification of outside directors where the director is entitled to indemnification benefits from both the corporation and a stockholder of the corporation (for example, a private equity sponsor). Also, the Delaware courts have clarified that fiduciary duties are owed by non-director officers of a Delaware corporation and have suggested that such officers (like directors) should be afforded the presumptions and protections of the Business Judgment Rule. Finally, we discuss a recent Delaware case about developments relating to shareholder proposed bylaw amendments.

We are also including in this issue a short article about the viability of noncompete agreements in California along with a summary about updated interpertative guidance from the SEC about website disclosure.

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