Special Committees Require Special Attention: Lessons from GoDaddy

Previously this blog has discussed the importance of procedural compliance with various transaction structures when the transaction involves controlling or interested parties (see an example here).  For instance, in Kahn v. M & F Worldwide Corp., 88 A.3d 635 (Del. 2014) (“MFW”), the Delaware Supreme Court held that compliance with certain process elements enables deferential business judgment review of decisions regarding interested transactions with controlling parties (see here for a helpful discussion about MFW protections).  Delaware courts have since expanded the role of MFW-like process protections in various contexts, thus demonstrating that adequate decisionmaking procedures are a central prerequisite to business judgment deference when controllers or interested parties are involved in contemplated transactions.

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Five Essential D&O Insurance Questions

Recent cases highlight the increased risk of personal liability for directors. Is your company doing enough to protect the board?

Timely Takes Podcast: Earnings Pre-Releases

Three Sidley partners come together to discuss various issues surrounding a decision to release earnings earlier than scheduled, including the legal, investor relations, and practical considerations that should be considered in making such a decision.

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AI and the Role of the Board of Directors

Artificial intelligence (AI) has the capacity to disrupt entire industries, with implications for corporate strategy and risk, stakeholder relationships, and compliance that require the attention of the board of directors.

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Can ChatGPT Do Our Jobs Better Than Us? Not Yet.

Artificial intelligence and its impact on the practice of law is in the news again. Readers likely have heard about the attorneys that used ChatGPT, an artificial chatbot that synthesizes high volumes of data, to draft a legal brief that they submitted in a civil action in the U.S. District Court for the Southern District of New York. Unfortunately for these practitioners, ChatGPT cited multiple cases that did not exist, and the attorneys recently endured a sanctions hearing before the presiding district judge.

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Future-Proofing the Board of Directors

To help navigate increasingly complex corporate governance challenges, a recent report by the National Association of Corporate Directors (NACD) Commission on The Future of the American Board highlights areas of focus for boards in 2023 and beyond.

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Charlotte Newell Participates in PLI’s “Delaware Law Developments 2023: What All Business Lawyers Need To Know”

On May 1, 2023, Sidley partner Charlotte Newell participated in “Delaware Law Developments 2023: What All Business Lawyers Need to Know,” a program presented by the Practising Law Institute.  The annual program provides updates on Delaware law matters, offering insights from leading Delaware corporate law practitioners and jurists.

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Caveat Emptor Still Rules The Day For MLPs

Just as a $700 million damages award and its accompanying sharp criticism of legal opinions garner headlines, so does reversal of that ruling.  The Delaware Supreme Court closed out 2022 with its decision in Boardwalk Pipeline Partners, LP v. Bandera Master Funds LP, reversing the Court of Chancery’s sizeable post-trial award on narrow contractual grounds.  The reversal is a substantial victory for the defendants.  But for non-parties, of note was the Delaware Supreme Court’s decision to leave intact the trial court’s conclusions regarding law firm opinions.  Taken together, both courts’ rulings offer meaningful guidance for parties and counsel negotiating complex transactions and considering inclusion of opinion of counsel conditions (or, attempting to satisfy such conditions in existing contracts).

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How To Draft Fee-Shifting Provisions in Indemnification Clauses

Delaware courts have determined that even quite broad language referencing attorneys’ fees may not be explicit enough to shift fees in first-party litigation.

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The Role of Mutual Fund Directors

Tune into Mutual Fund Minute here, as Jay Baris, a partner in Sidley’s Investment Funds group, takes a nostalgic look at the long and winding regulatory road of fund board culture, with a reminder that history is always an important guide to understanding the present.

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