Katherine Henderson and Amy Simmerman: 2023 Delaware Corporate Law and Litigation Year in Review

(0:00) Intro(1:02) About the podcast sponsor: The American College of Governance Counsel.(1:49) Start of interview. (2:37) Katherine Henderson's "origin story."(5:05) Amy Simmerman's "origin story."(8:02) The origin and focus of their Delaware Corporate Law and Litigation Year in Review.(9:14) Caseload of Delaware Court of Chancery judges.(12:51) Cases involving director oversight duties ("Caremark duties"). Reference to the Blue Bell case (2019). "Mission critical risk areas." Reference to Section 220 Books and Records Demands.(19:56) Duty of Oversight Applies to Officers (McDonald's case). Dismissal of case against directors (McDonald's II).(23:13) Controlling Stockholders and conflicts of interest. (DE reconsiders scope of the MFW Doctrine in Match.com case)(24:57) Distinctions between public and private company litigation. Reference to the NEA vs Rich case.(30:36) On Delaware vs other states. Reference to the TripAdvisor case (Delaware company seeking to reincorporate in NV).(36:55)  Innovations in AI Governance. The example of Anthropic AI (use of PBCs and LTBT).(43:24) On shareholder activism and validity of stockholder agreement-based restrictions over corporate governance matters (Moelis case).(45:13) Securities claims on misleading risk disclosures.(46:55) What are the 1-3 books that have greatly influenced your life: Amy:Obedience to Authority by Stanley Milgram (1974)Steppenwolf by Herman Hesse (1927)Katherine:The Feminine Mystique by Betty Friedan (1963)(48:02) Who were their mentors, and what they learned from them.(49:00) Quotes they think of often or live their life by.(49:52) An unusual habit or an absurd thing that they love.(50:35)  The living person they most admire.__Katherine Henderson and Amy Simmerman are partners at the law firm Wilson Sonsini Goorich & Rosati.  You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

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