Recently, the Delaware Supreme Court reversed the Court of Chancery in Sandys v. Pincus on findings of director independence at Zynga. The Court of Chancery had dismissed the suit for failure to make pre-suit demand on the board or alleging that demand would have been futile, but the Delaware Supreme Court found that the plaintiff had created a reasonable doubt that the board could have properly exercised independent, disinterested business judgment in responding to a demand. If director independence is compromised, then demand is excused.
The plaintiff had brought suit for breach of fiduciary duties after the board exempted several insiders, both top managers and directors, from its insider trading policy. Continue Reading
Our Executive Director, Douglas Chia, has penned an article on gender board diversity for the recent issue of Directors & Boards. Below is an excerpt: The reasons women aren’t landing on boards—or perhaps excuses—are not new: not a priority . . . fear of change . . . unconscious bias. In conversations with male and […]
Cross-party group backs amendment to criminal finances bill making overseas territories introduce public registers
The UK’s overseas territories face renewed pressure to abandon corporate secrecy after 80 MPs joined forces to demand greater financial transparency from offshore havens.
The cross-party group is backing an amendment to the government’s criminal finances bill on Tuesday that would force Britain’s 14 overseas territories to introduce public registers revealing the true owners of locally registered companies.
Related: Bermuda is world’s worst corporate tax haven, says Oxfam