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If You Have Confidential Information, Keep It Confidential!

I’ve been involved in many cases where it is alleged that someone violated his or her non-compete agreement or misappropriated the company’s confidential information or trade secrets. Often, the key issue has been not what...more

Plaintiffs' Firms Seek Quick Money by Challenging "Dead Hand Proxy Puts" in Debt Agreements

Delaware corporations should be aware of the latest trend in strike suits being pursued by stockholder plaintiff law firms. Such lawsuits are increasingly being filed to challenge so-called "dead hand proxy put" provisions in...more

Inside the Courts - An Update From Skadden Securities Litigators - May 2015 / Volume 7 / Issue 2

In This Issue: - U.S. Supreme Court: ..Omnicare, Inc. v. Laborers Dist. Council Constr. Indus. Pension Fund, 135 S. Ct. 1318 (4th Cir. Mar. 16, 2015) - Auditor Liability: ..In re Advanced Battery Techs.,...more

Director Compensation After Calma v. Templeton: Proactive Steps to Consider

Delaware case exposes director compensation to heightened “entire fairness” standard absent adequate stockholder ratification - The Delaware Court of Chancery recently decided a case that makes it easier for plaintiffs...more

Asset Management Firm Pays $12 Million in Settlement of SEC Conflict of Interest Case

The United States Securities and Exchange Commission (SEC) is showing new vigor in enforcing conflict of interest cases within asset management firms. Earlier this year, an SEC spokeswoman mentioned that the Commission has...more

"Fairness of Director Awards Granted Under Market-Standard Equity Plans Comes Under Increased Scrutiny"

A Delaware court opinion issued late last week may subject equity grants to directors to increased judicial scrutiny (Calma v. Templeton, No. 9579-CB (Del. Ch. Apr. 30, 2015)). In Calma, the Chancery Court denied the...more

SEC Awards $500K to Company Officer Whistleblower

On Monday, March 2, the Securities and Exchange Commission (SEC) announced that it will award between $475,000 and $575,000 to a corporate officer who reported “high quality, original information” about a securities fraud....more

Filing a Knee-Jerk Counterclaim Can Make a Bad Problem Worse

In today’s litigious world, it is all too common for a disgruntled former business partner to file a lawsuit based on legally weak, if not outright frivolous, claims of wrongdoing. One common reaction is to fight fire with...more

Illinois Supreme Court Holds Board Can't Declare Enhanced Pension Forfeited

Although the question presented in Prazen v. Shoop was limited to the field of public pensions, the case presented interesting aspects of fiduciary law and statutory construction as well. The question in Prazen was whether...more

California Court Of Appeal Affirms Dismissal Of Say-On-Pay Suit

Yesterday, a panel of the California Court of Appeal added to the growing list of opinions rejecting suits triggered by failed say-on-pay votes. Some may be surprised that this case, which involves a Delaware corporation,...more

Officers And The Business Judgment Rule

Recently, I came across the following assertion: First, other than the recent aberration of Poggetto v. Switzer , the BJR has never been applied to officers in California....more

Compliance Communicator: July 2013

Memo to Managers - Insider Trading Misconception - A common misconception among employees is that insider trading is only an issue for senior executives, because employees at lower levels don’t have access to...more

Revlon “Ring-Fencing” Settlement: Greater Risk Of SEC Enforcement Activity In Going Private Transactions?

On June 13, 2013, the Securities and Exchange Commission announced the settlement of administrative proceedings against Revlon, Inc. In the settlement order, the SEC asserted that the company hid information regarding a 2009...more

The Ninth Circuit Revisits - and Limits - the "Presumption of Prudence" For ERISA Fiduciaries

Earlier this week, the Ninth Circuit Court of Appeals ruled in Harris v. Amgen that an ERISA pension plan fiduciary is not protected from liability under the “presumption of prudence” for company stock investments where the...more

9th Circuit Holds Section 10(b) Violations Sufficient For ERISA Breach Of Duty Claims

A decision issued yesterday by the Ninth Circuit Court of Appeals illustrates the peril that can inhere in offering a company stock alternative in a plan governed by the Employee Retirement Income Security Act (ERISA). ...more

"Executive Compensation and Benefits Alert: Skadden’s 2013 Proxy Watch: Emerging Say-on-Pay Trends and Litigation Developments"

Early Lessons From the 2013 Proxy Season - As Skadden monitors the initial weeks of the 2013 proxy season, we are seeing the following preliminary trends: Vote Results - Of the first 279 companies of the...more

Court Dismisses Another Say-On-Pay Disclosure Case

The District Court for the Northeastern District of Illinois recently granted a Rule 12(b)(6) motion to dismiss an action styled Noble v. AAR Corp. The plaintiff alleged that the company failed to provide adequate...more

Missouri Uniform Trade Secrets Act Does Not Protect Customer Information Insufficiently Guarded or Which is not Truly "Trade...

In this case, a corporate successor, Central Trust Investment Company (hereafter also "Central Trust") sued the former employee (Kennedy) of its acquired company, Springfield Trust & Investment Company (hereafter also "STC"),...more

"Executive Compensation and Benefits Alert: Annual Meeting Litigation: How to Prepare"

As the 2013 proxy season is now underway, companies should be aware of the recent wave of lawsuits alleging breaches of fiduciary duties by management and directors in connection with compensation-related decisions. These...more

2012 Workplace Issues in Review – What H.R. needs to know

Employers have a lot on their plates for 2013 based on employment law developments during 2012. Here’s a short list of some issues that need to be addressed. It is not a comprehensive listing but offers highlights in certain...more

California Employment Bill Recap

California legislators have been active passing several employment law bills that impact local businesses in recent months. Here’s a recap of some with brief summaries. Legal counsel should be sought for a complete...more

Employee Burnout

Sometimes employers can’t see the forest from the trees. This is often the case when it comes to the work environment, including workplace policies, and their impact on employee productivity and retention. In the rush to...more

NLRB Cases Impact At-Will Employment Agreements

Most employment agreements in California are for at-will employment. This means that the employer can terminate the employee at any time, with or without cause, so long as termination is not for a reason otherwise unlawful...more

Employer Liability for Unreported Time

A recent decision by the Sixth Circuit Court of Appeals held that a nurse’s claim for unpaid wages attributed to working during unpaid meal breaks, did not violate the Fair Labor Standards Act (“FLSA”). White v. Baptist...more

Benefits of Established Company Attorney

Corporations, Limited Liability Companies (LLCs) and sole proprietorship companies are sometimes big and sometimes small. No matter the size, having an established relationship with an attorney can have significant and...more

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