On May 28, 2025, the Fourth Circuit in Towers Watson & Co. v. National Union Fire Insurance Co. affirmed the denial of D&O liability insurance coverage to Towers Watson in connection with its 2015 merger with Willis Group. This marked
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Texas Legislature Continues to Tweak the Business Court Formula
On June 20, 2025, Texas Governor Greg Abbott signed House Bill 40 (H.B. 40), making changes to Texas’s business court. H.B. 40 signals the state’s growing commitment to its newly created business court. While the business court began to hear…
Fewer Campaigns, but Much to Observe from the 2025 Proxy Season
While the number of overall shareholder activism campaigns cooled in the 2025 proxy season compared to years past, the season has been marked by its fair share of fireworks and headlines, as well as unique events and disruptions. The season…
Winding Back the Clock: Delaware Supreme Court Clarifies When Fraudulent Concealment Resets a Contractual Limitations Period
By Ian M. Ross
The Delaware Supreme Court recently clarified the circumstances when a fraudulent concealment claim will toll a contractual limitations period. In LGM Holdings, LLC v. Gideon Schurder, et al., the sellers of a pharmaceutical business moved to dismiss the buyers’…
Texas Seeks to “Seize the Moment” by Enacting Major Changes to Business Organizations Code
On May 14, Texas Governor Greg Abbott signed Senate Bill 29 (“S.B. 29”), which amends the Texas Business Organizations Code (“TBOC”) as part of the Texas legislature’s broader initiative to modernize the state’s corporate laws and attract businesses to the…
Delaware Courts Continue to Reject Hypothetical, Unripe Bylaw Challenges
On April 14, 2025, the Court of Chancery issued a decision in Siegel v. Morris that reaffirms the limits of challenges to companies’ bylaws based on their language alone. This latest decision (pending appeal) will likely limit bylaw litigation to…
Board Governance: Maintaining Balance in Uncertainty
Strategies to assist boards in maintaining a balanced approach to governance as they navigate an uncertain, dynamic, and complex regulatory and economic environment.
The post Board Governance: Maintaining Balance in Uncertainty appeared first on Enhanced Scrutiny.
Use It or Lose It: Texas Courts Take a Close Look at the Concept of Informal Fiduciary Relationships
Under Texas law, there are two categories of fiduciary relationships: formal and informal.
The post Use It or Lose It: Texas Courts Take a Close Look at the Concept of Informal Fiduciary Relationships appeared first on Enhanced Scrutiny.
Is There a 6th Amendment Right to Advancement of Legal Fees? In One Unique Case, A Court Says Yes.
A federal criminal case in the Northern District of California raises an unusual scenario involving the interplay between a defendant’s right to counsel of his choice under the Constitution and a corporate officer’s right to advancement of legal fees under…
Another “Super Year” for Activism
2024 was called a “super year” for political elections, with 72 countries and half the world’s population going to the polls. Incumbent political parties across the globe lost these elections at a dizzying rate as voters punished those seen as…