CorpCast Episode 7: Better Know a Judge: the Honorable Mary M. Johnston of the Delaware Superior Court
Top Three Cybersecurity Misconceptions
Preparing a Company to Deal With Activist Investors
How can someone prepare for the first meeting with an attorney?
CorpCast Episode 6: A Brief Introduction to the Delaware Rapid Arbitration Act
The Intersection of Cyber and D&O Coverage
Talking PTAB with Bob Steinberg
Is Private/Non-Profit D&O Coverage Under Priced?
CorpCast Episode 5: The eDiscovery Big Picture
BakerHostetler Attorneys James Mastracchio and Jay Nanavati Discuss Global Tax Enforcement
Richard Bistrong Weighs in on the FIFA Scandal and Takedowns
Meritas Capability Webinar - Avoiding Common Mistakes Companies Make When Operating a Business Aircraft
FCPA Compliance and Ethics Report-Episode 161-Gini Dietrich on how to create a MasterClass
What is the Current State of Anti-Bribery Compliance & Enforcement in Australia?
Halliburton: Good for the Plaintiffs’ Bar?
Debt Financing Trends – Joe Price, Member, Corporate & Securities Practice
Venture Capital Trends: East Meets West – Lewis Geffen, Co-chair, Venture Capital Practice
Can an employer require drug testing in the workplace?
Paths to Dispute Resolution
Performance Based Equity Compensation
Courts have sought to simplify their approach to determining whether an action is derivative or direct — a determination that the Delaware Supreme Court has acknowledged “is sometimes difficult.” Tooley v. Donaldson, Lufkin &...more
Public companies incorporated in Delaware frequently adopt a charter provision, pursuant to 8 Del. C. § 102(b)(7), that insulates their directors from monetary damages for breaches of the fiduciary duty of care. Those...more
What is the judicial standard of review applicable to an award of compensation by directors to directors under an equity incentive compensation plan that has been approved by the shareholders? That was the question before...more
Unfair prejudice claims are commonplace in the British Virgin Islands (BVI) following the introduction of bespoke provisions in the BVI Business Companies Act 2004 and have all but replaced old fashioned just and equitable...more
Underscoring the need for independent trustees to act vigilantly, a recent SEC consent order issued in an enforcement action imposed discipline on a mutual fund's independent trustees, its investment advisor, and the...more
After 30 years of running his family-owned business, Hillbilly Oil Co., Jed Clampett decided to retire in 2013. The board of directors elects Jethro Bodine as Hillbilly’s President and Elly May as Vice President. Both Jethro...more
As reported in a prior blog post, public company employers that are adopting or amending equity-based compensation plans should consider adding a separate annual limit on director equity awards. In a recent Delaware Chancery...more
Corporate directors are permitted to, and regularly do, set their own compensation. This has not been controversial because boards have typically taken seriously their responsibility to set compensation that is reasonable and...more
Montana and Massachusetts previously filed suit to challenge Regulation A+ adopted by the SEC under the JOBS Act. On June 5, 2015, Montana requested that the Commission stay the effective date of the amendments to Regulation...more
The Delaware Court of Chancery recently held in Calma v. Templeton that the decision by the Citrix Systems, Inc. board of directors to grant equity compensation to its non-employee directors was subject to the entire fairness...more
On June 11th, the Delaware House of Representatives unanimously passed a bill prohibiting publicly traded corporations from adopting bylaws that force shareholders to pay legal fees if they do not prevail in lawsuits...more
Delaware law has long provided that the decisions of disinterested and independent directors who receive no special benefit from a transaction ought not be the basis of personal liability in monetary damages. To subject...more
A ruling last fall by the Delaware Chancery Court has prompted a wave of 8 Del. C. § 220 books and records inspection demands on (and threatened litigation against) Delaware corporations that have entered into credit...more
Queensland North Australia Pty ltd v Takeovers Panel  FCAFC 68 -
The Full Federal Court has delivered a judgment that will change the way the Australian Takeovers Panel (the Panel) approaches...more
In this memorandum opinion, the Court of Chancery granted a motion to dismiss Plaintiff’s derivative complaint under Court of Chancery Rule 23.1, and in doing so, confirmed that there is a heavy burden confronting derivative...more
The Delaware Supreme Court recently issued an important decision clarifying the standards that govern claims for money damages against independent directors of corporations whose charters contain exculpatory provisions....more
"Dead hand proxy puts’’ have emerged as the target du jour for entrepreneurial plaintiffs counsel litigating corporate governance claims. Since last fall, at least seven separate actions have been filed in the Delaware Court...more
Directors of a Delaware corporation that enters into a financing agreement with a lender may breach their fiduciary duties if the financing agreement contains a common provision allowing the lender to accelerate and demand...more
In a settlement agreement recently endorsed by the Ontario Securities Commission (OSC), respondent Anand Hariharan agreed to settle insider trading allegations made by OSC enforcement staff (Staff) against him. The settlement...more
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
In the area of what claims are subject to the right to have fees advanced to a former officer or director, there is no more often disputed issue than whether the claim asserted arose out of the role as an officer or director...more
When investors bargain for the right to have their stock sold in a secondary offering after the company goes public, fiduciary duties normally do not operate to restrict that right.
Hence, it is not possible to object...more
On May 15, the Ninth Circuit declined to recognize a duty to correct prior representations under §§ 10(b) and 20(a) of the Securities Exchange Act of 1934, affirming the Northern District of California’s dismissal of a...more
Two recent decisions from the Delaware Court of Chancery have dusted off the venerable doctrine of collateral estoppel to dismiss stockholder claims. Of course, this issue is not new in Delaware. In 2013, the Delaware Supreme...more
Lawsuit Dismissed Where Defendant Hulu Did Not “Knowingly” Disclose Personal Identifying Information.
In In re: Hulu Privacy Litigation, 2015 WL 1503506 (N.D. Cal. March 31, 2015), the plaintiffs alleged that Hulu had...more
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