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Another Reminder that Director Limits set forth in Equity Plans Allow Director Compensation to be Reviewed under the more Lenient...

Earlier this month, in In re Investors Bancorp, Inc. Stockholders Litigation, the Delaware Court of Chancery reiterated its view that placing a meaningful limit on director equity awards to be granted under a stockholder...more

First Published Opinion From New Business Court Judge Conrad

by Brooks Pierce on

Business Court Judges don't have to issue written Opinions in cases granting Preliminary Injunctions. (G.S. § 7A-45.3 limits the obligation to issue a written Opinion to rulings rendered per NCRCP 12, 56, 59, and 60). ...more

Texas District Court Dismisses SOX Whistleblower Claim For Lack of Protected Activity

On March 21, 2017, the Northern District of Texas dismissed a former employee’s whistleblower retaliation claim on the ground that her allegations of fraud were too far removed from potentially harming the shareholders of a...more

"Key Takeaways: Lessons Learned From Tax-Related Whistleblower Litigation and Shareholder Actions"

On March 8, 2017, Skadden hosted a webinar titled “Lessons Learned From Tax-Related Whistleblower Litigation and Shareholder Actions.” The Skadden panelists were tax partners Nathaniel Carden and Armando Gomez, and litigation...more

Revenge of the Whistle-blower: Possible Consequences of Compliance Failures

In a company with a robust compliance culture, potential whistleblowers can express their concerns without fear of retribution. By contrast, the penalty for a culture that silences whistleblowers just got steeper. Companies...more

Delaware Chancery Court Throws Out Claims Over $10 Million Severance Payment to CEO

by Seyfarth Shaw LLP on

Seyfarth Synopsis: A Delaware Chancery Court judge last week dismissed a derivative complaint seeking to recover a $10 million severance payment made to a corporation’s former CEO because he found that plaintiff shareholder...more

What Can the Business Community Expect from a Trump Administration

by Rumberger Kirk & Caldwell on

As Donald Trump’s administration takes shape, the business community stands watch expecting a business-friendly White House. Trump’s promises of fewer regulations and lower taxes have small and large businesses alike feeling...more

Hold on to Your (Top) Hat: ERISA Section 502(a)(3) May Be Used to Enforce the Terms of a “Top-Hat” Benefits Plan

by Zuckerman Spaeder LLP on

Thanksgiving is typically a time for gratitude, gathering with family, and acts of kindness among fellow men and women. But in one recent case, a bank used Thanksgiving to force-feed a separation agreement to its outgoing...more

Ninth Circuit Holds that SOX 304 Clawback Applies to Executives that are Not at Fault

The Ninth Circuit recently held that Section 304 of the Sarbanes-Oxley Act (SOX 304) allows for a clawback of certain CEO and CFO compensation regardless of whether the clawback was triggered by the personal misconduct of...more

District Court Rules on ERISA Liability of Board and ESOP Advisory Committee Members in ESOP Transactions

by Holland & Knight LLP on

On Sept. 1, 2016, the U.S. District Court for the Northern District of Illinois issued its decision in the Antioch employee stock ownership plan (ESOP) fiduciary litigation. The court held that the Antioch Board of Directors...more

Courts Strike Down Church Plan Exemptions for Church-Affiliated Organizations

Until recently, the Internal Revenue Service (IRS), the Department of Labor (DOL), and federal courts seemed to agree that a retirement plan established and maintained by a church-affiliated organization generally qualified...more

Private Equity Funds Held Liable for Pension Obligations of a Portfolio Company

by White & Case LLP on

District Court: Two Affiliated Funds Formed “Partnership-in-Fact” and Have Controlled Group Liability for Portfolio Company Pension Liabilities - In a closely watched case (the “Sun Capital” case), the U.S. District...more

Latest Survey Highlights the Year's Top Trends in Class Actions [Video]

by Carlton Fields on

To read the full 2016 Class Action Survey report, please visit ClassActionSurvey.com. *** The 2016 Carlton Fields Class Action Survey reveals surprising trends in class action litigation, based on insights provided by...more

"Director Compensation in the Spotlight"

Individuals serving on company boards of directors should carefully examine director compensation programs and decisions involving their own compensation following an April 30, 2015, ruling by the Delaware Court of Chancery....more

If You Have Confidential Information, Keep It Confidential!

by Burns & Levinson LLP on

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

by Latham & Watkins LLP on

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

"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

by McGuireWoods LLP on

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

by Burns & Levinson LLP on

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

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

by Allen Matkins on

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

by Allen Matkins on

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

by NAVEX Global on

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?

by Perkins Coie on

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

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