In early February, activist hedge fund investor Darwin Deason filed a lawsuit against the well-known company Xerox1 The basis of the lawsuit stems from Xerox’s proposed merger with Fujifilm, which would lead to the creation of a new entity called, Fuji Xerox, and give Fujifilm a 50.1% stake in the created entity.2. Deason filed the…
Tag: Board of Directors
Co-determination in Germany: A Model for the U.S.?
The American conception of the duty of loyalty requires that directors act solely in the best interest of the corporation.1 In Germany, however, corporations are perceived to serve a broad social function rather than simply aiming to serve shareholder interests, and there is significant freedom under German law for company directors to factor in considerations unrelated to profit…
Delaware Courts Should Add Meaning to Caremark’s Board Oversight Standards in the Cybersecurity Context
A prior blog post on corporate governance and cybersecurity mentioned recent high-profile cyberattacks on companies like Sony, Home Depot, Target, and Yahoo, and discussed the growing role the board of directors has in overseeing a corporation’s cybersecurity risk management.1 That blog post ended noting that, given the complexity of cybersecurity, the severe consequences an attack…
Examining the Board’s Oversight Duties in the Cybersecurity Context
Recent high-profile cyberattacks on companies including Sony, Home Depot, Target, and Yahoo underscore how important effective cybersecurity has become to a corporation’s stakeholders, including shareholders and customers. Given the serious threat hacks pose, oversight in this area has become a key duty of the corporation’s board of directors. Yet evidence shows that boards may not…