Katherine Henderson and Amy Simmerman are partners at the law firm Wilson Sonsini Goodrich & Rosati in San Francisco and Delaware, respectively. We discuss their firm’s “2023 Delaware Corporate Law and Litigation Year in Review.” We cover many relevant cases for board members including director and officer oversight obligations, controlling stockholder conflicts of interests, and governance matters in the venture-backed company context. We also address Delaware vs other states, new AI governance structures, stockholder activism and more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel.
(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:
(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.
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Katherine Henderson and Amy Simmerman are partners at the law firm Wilson Sonsini Goorich & Rosati.