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Delaware Chancery Court Clarifies Delaware Boards’ Fiduciary Oversight Duties as to Corporate Operations Abroad

In 2013, the Delaware Court of Chancery issued three decisions in which it denied motions to dismiss claims for breach of the duty of oversight (i.e., Caremark claims) asserted against directors of Delaware corporations...more

Asahi’s Morning Sun – Court Holds Parent And Its Managers May Be Liable For Interfering With Subsidiary’s Contract

Yesterday’s post was intended to set the stage for a discussion of last week’s decision by the Court of Appeal in Asahi Kasei Pharma Corp. v. Actelion Ltd., 2013 Cal. App. LEXIS 1017 (Cal. App. 1st Dist. Dec. 18, 2013). The...more

China Business Series: Directors and Supervisors

Every Chinese company, including subsidiaries established in China by foreign companies, is required to have a board of directors and a board of supervisors. Multinationals should understand the responsibilities and...more

When Are Directors Liable For Failing To Exercise Proper Oversight?

Recently we discussed whether directors of public companies face potential liability for not preventing cyber attacks. As we discussed, the answer is generally no, because absent allegations to show a director had a...more

News Corp As Corporate Suspect – Between Scylla And Charybdis?

Yesterday I used the lyrics from Emerson, Lake and Palmer’s song Karn Evil No. 9, First Impression, Pt. 2 - “Welcome Back My Friends, To The Show That Never Ends” as an entrée into the topic of the investigation of JP...more

NC Business Court Dismisses All Of Brazilian Plaintiff's Claims

The Plaintiff in Martinez v. Reynders had all of her claims dismissed last week in an Opinion from the Business Court. The case illustrates why you might want to think twice about incorporating a business in Brazil, and how...more

Admit It! SEC May Seek Admissions of Wrongdoing in Settlements

The U.S. Securities and Exchange Commission (“SEC”) is poised to modify its “no-admit, no-deny” policy to seek more admissions of wrongdoing from defendants as a condition of settlement in enforcement cases. The change comes...more

The Financial Report - Volume 2, No. 12 • June 20, 2013

Discussion and Analysis - Earlier this week, US Securities and Exchange Commission Chairman Mary Jo White informed the SEC’s Enforcement Division staff that the SEC will begin requiring defendants to admit guilt in...more

SEC Sues Badin for Insider Trading in Smithfield Foods Acquisition

The May 29th announcement that China-based Shuanghui International Holdings had agreed to acquire Virginia-based Smithfield Foods came with a lot of news value. First, the $4.7 billion price tag for Smithfield is large by any...more

Liability of Directors in Canada – An Excerpt

This article is an excerpt of the Canada Chapter of International Liability of Corporate Directors, 2nd edition, published by Juris Publishing in February 2013. This excerpt excludes numerous aspects of the full chapter,...more

Directors Owe No Duty To Foreign Residents

Originally Published in Legal Alert, Vol. 31, No. 5. Directors of Canadian companies with operations outside of Canada can take comfort in the Ontario Court of Appeal’s recent decision in Piedra v. Copper Mesa Mining...more

Quebec’s Anti-Take-Over Law: Coming Soon?

The issue made the headlines during the 2012 Quebec provincial elections. Each of the three major parties in the running claimed that they would make it harder for foreign companies to acquire Quebec-based ones. The Parti...more

Top Ten China Mistakes For Businessmen

We recently came across a list of the top ten mistakes businessmen make in China. It was written by the President of a consulting company based in Los Angeles that assists small to medium sized companies in their Asian and...more

Back from the Securities Enforcement Forum 2012

Yesterday I attended the Securities Enforcement Forum 2012 at the Mayflower Hotel in D.C. Bruce Carton organized an excellent day of panels devoted to a number of securities enforcement topics. Here is the full agenda from...more

Corporate E-Review: Strategic Lessons Arising From Canadian and U.S. Judicial Consideration of Confidentiality Agreements - Oct...

Judicial decisions in Ontario and, more recently, Delaware have transformed restrictions on use of shared information commonly found in confidentiality agreements into de facto standstill provisions. Each of the Ontario...more

IP UPDATE: ACTA May Need a Second Act

The Internet has created a number of challenges for rights holders and the law. The Anti-Counterfeiting Trade Agreement (ACTA) – a plurilateral agreement that seeks to establish worldwide standards for enforcing Intellectual...more

Top Ten China Mistakes For Businessmen

We recently came across a list of the top ten mistakes businessmen make in China. It was written by the President of a consulting company based in Los Angeles that assists small to medium sized companies in their Asian and...more

Corporate Sustainability and Social Entrepreneurship

Corporate sustainability and social entrepreneurship are the driving forces behind an increasing number of business decisions made on a daily basis. They represent a growing trend that melds traditional corporate purpose,...more

Canon And Lexmark Litigation Lead To Uncertainty In Print Toner/Cartridge Industry

The industry for remanufactured printer/toner cartridges has flourished for years as users purchase replacements from third party suppliers who fill a need and offer print supplies at prices significantly lower than those...more

Document Review in Litigations and Investigations

What is written is fundamental to the Phoenix business laws, so obviously document review is crucial in the litigation process. It is a key to the discovery process. According to KPMG, first level document review can be...more

Corporate and Financial Weekly Digest - September 7, 2012

In this issue: - JOBS Act: SEC Proposes Rules Regarding Solicitation and Advertising in Securities Offerings - SEC Increases Listing Fees for Fiscal Year 2013 - JOBS Act: SEC Proposes Rules Regarding...more

Creating Simple and Enforceable Contracts: Lofty Goal or Foolish Fantasy?

Some argue that contracts need not be “filled with mind-bending legal gibberish” and that plain simple everyday language will suffice. Perhaps attorneys need to take a deep breath of fresh air and let go of the legal...more

When a Special Committee Is Not So Special: Delaware Supreme Court Affirms Decision Holding Controlling Shareholder and Affiliated...

Sometimes, a special committee is not so special. On August, 27, 2012, the Delaware Supreme Court upheld a Chancery Court decision ordering the controlling shareholder of Southern Copper Corporation, formerly Southern Peru...more

The Importance Of China Due Diligence And Corporate Seals

It’s common knowledge that doing business in China or with Chinese companies can be complicated and risky. But did you know that among those risks is the real possibility that you may be dealing with an imposter, either a...more

Corporate Sustainability and Social Entrepreneurship Part Two

As a purely legal matter, corporate sustainability and social entrepreneurship require that we begin by asking the following question: Does the law of corporate governance permit social good as a primary focus and aim of...more

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