Topic
Directors' Duties
138 published works
India Corporate Law
The Lakshman Rekha for Independent Directors: Board Oversight versus Operational Overreach
Summary: Indian corporate governance law pulls independent directors in two directions. Schedule IV to the Companies Act, 2013, requires them to keep out of day-to-day management. At the same time, a…
The CLS Blue Sky Blog
Sidley Discusses Delaware Chancery Ruling on Public Benefit Corp. Directors’ Price-Maximization Duty
By Martinyerovi
In Drakes Landing Associates, L.P. v. Tilden Park Capital Management, L.P. (Del. Ch. July 29, 2026), the Delaware Court of Chancery confronted an issue of first impression: how, if at…
Pannone Corporate News and Opinion
Case in Point – Discussing disputes: Lessons from the Big Motoring World judgment
In the previous edition of our Discussing Disputes series, we looked at the Supreme Court’s decision in Saxon Woods v Costa, where a director who genuinely believed that he was…
Enhanced Scrutiny
Strayed from the Path: Dodiya v. Franklin and the Emerging Rules of the DGCL’s Section 144 Safe Harbors
By John H. Butler, Adam Cromie, David Grubman, Courtney Hauck, Arthur E. Adler
On August 26, 2026, the Court of Chancery issued Dodiya v. Franklin, C.A. No. 2025-0932-LWW (Del. Ch. Aug. 26, 2026), concluding that the “striking breakdown in corporate governance” detailed in…
Pannone Corporate News and Opinion
Case in Point – Discussing disputes
“I honestly thought it was best”: Supreme Court confirms that directors must act in good faith when taking steps to promote the success of the company. All company directors are…
Sidley Austin Blog
Heightened Means Heightened: Chancery’s First Read of SB 21’s New Presumption Shuts Down Demand Futility
By James Heyworth, Susana Herrera
In Ayers v. Foley (available here), the Delaware Court of Chancery recently became the first court to interpret Section 144(d)(2) of the Delaware General Corporation Law (DGCL), the provision added…
GT London Law Blog
UK Supreme Court Clarifies What Directors’ Duty of ‘Good Faith’ Requires
By Mehmet Karagoz, Elliott Fellowes, Sophia Kotsianou
Section 172(1) of the UK Companies Act 2006 requires directors to act in the way they consider, in good faith, would be most likely to promote the company’s success. But…
The Law Blog
Section 166 and the Missing Remedial Architecture
By The Law Blog
Bhavya Pareek is a fifth-year B.A., LL.B. (Hons.) student at NALSAR University of Law, Hyderabad. Her interests include corporate law, corporate governance, and commercial litigation. A director who diverts a…
Restructuring Globalview
Board Dissent in the Twilight Zone: Saxon Woods, Sequana and the Limits of Unilateral Action (UK)
By Christopher Roberts, Chris Paschali
The UK Supreme Court's decision in Saxon Woods Investments Ltd v Costa [2026] UKSC 21 is not an insolvency case. However, it has important implications for directors of financially distressed…
Law School Policy Review & Kautilya Society
The Paradox of Directors’ Duties Nearing Insolvency, in Indian Law
Rohiteshwar Dahiya Abstract: When a company slides near insolvency, Indian law places its directors at a statutorily conflicted position. Section 166 of the Companies Act, 2013 (“CA 2013”) codifies directorial…