Topic
fiduciary duty
3,140 published works
Regulatory Oversight
DOL Finalizes Pharmacy Benefit Manager Fee Disclosure Rule: What PBMs Must Disclose, and Should Be Ready To Defend
By Chris Carlson, Lauren Fincher, Erin Harrigan, Sydney Goldberg
Pharmacy benefit managers (PBMs) that serve large self-insured health plans will have to give employers a detailed account of how they are paid under a rule the U.S. Department of…
Texas Business Court Watch
Texas Business Court Clarifies LLC Member and Manager Duties in Hinds v. Sandman Offshore
By Allison M. Stewart, Jennifer Bartlett
In Russell A. Hinds v. Sandman Offshore, LLC, the Texas Business Court addressed fiduciary duties and company agreement provisions governing the removal and expulsion of an LLC member.
Foley & Lardner LLP
In re Cloudflare: The Section 144 Safe Harbor Remains Strong, but Plaintiffs Pry Open the “Good Faith and Without Gross Negligence” Door a Little Further
By Holly Kane
The Delaware Court of Chancery recently issued another important decision applying the 2025 safe-harbor amendments to Section 144 of the DGCL (the “Safe Harbor”). The case, In re Cloudflare, Inc.…
The CLS Blue Sky Blog
Protective Settlements in Corporate Law: When Shareholders Pay for Insider Peace
By Renholding
On August 7, 2025, amid mounting scrutiny of Intel CEO Lip-Bu Tan’s investments in Chinese technology companies and his former firm’s export-control violations, President Trump posted that Tan was “highly…
The Fiduciary Litigator
Texas Business Court Holds That A Punitive Damage Limitation-Of-Liability Clause Is Enforceable In A Trust Document
In Preston Hollow Cap., LLC v. Truist Bank, an entity was a bond obligor and failed to follow the requirements of the bond documents. 729 S.W.3d 46 (Tex. Bus. Ct.…
Business Law Prof Blog
I’m surprised the SEC’s battle with ISS isn’t getting more attention
By Ann Lipton
Here is ISS's press release on it; here is a Law360 article on a recent hearing. The gist is, in the guise of investigating whether ISS is complying with its…
The CLS Blue Sky Blog
Arnold & Porter Discuss Long-Awaited Guidance on ESOP Valuation Standards
By Martinyerovi
On October 15, 2026, the Retire Through Ownership Act was signed into law, amending the Employee Retirement Income Security Act of 1974 (ERISA) to provide protection to fiduciaries of employee…
Davis+Gilbert PERKS
Improving Transparency into Pharmacy Benefit Manager Fee Disclosure
On Thursday, October 29, 2026, the US Department of Labor finalized a pharmacy benefit manager transparency rule, which is required reading for all employers that sponsor group health plans. …
Calfee, Halter & Griswold LLP Home Page
Navigating Business Partner Financial Distress: Directors and Officers of Distressed Companies – When Can They Be Held Liable? (Part 5 of an 8-Part Series)
As companies approach insolvency, attention often shifts beyond corporate assets and toward those responsible for managing the business. Directors and officers owe fiduciary duties that can become increasingly significant during…
ContractsProf Blog
Delaware Contemplates Allowing Discretion Unfettered by Good Faith
I admit that my first inclination when someone shares a case from Delaware state courts with me is to wince. They tend to be important. They tend to be long.…