AGG Talks: Antitrust and White-Collar Crime Roundup - The Mar-a-Lago Trump Indictment
Corruption, Crime, and Compliance - A Deep Dive into KT Corp's SEC Settlement for FCPA Violations
Corruption, Crime & Compliance - Episode 208 - A Deep Dive into the WPP FCPA SEC Settlement
Litigation developments: fundamental shareholder rights.
Episode 119 -- The Ericsson FCPA Settlement
Podcast: Private Fund Regulatory Update – Network and Cloud Storage
Episode 155-Mara Senn on FCPA Investigations and the Decision to Self-Disclose
FCPA Compliance and Ethics Report-Episode 145-SEC Enforcement of the FCPA, Part II
FCPA Compliance and Ethics Report-Episode 142-Reflections on the Goodyear FCPA Enforcement Action
FCPA Compliance and Ethics Report-Episode 119-FCPA Year in Review, Part I
The case involves substantive litigation that could yield important legal principles for the treatment of decentralised projects. Decentralised autonomous organisations (DAO) are unique structures that operate...more
In the final episode in of this three-part series, the hosts discuss good corporate housekeeping for startups in Africa, particularly the concepts of optics and risk. How well a company keeps its books and records sends a...more
When is a board of directors permitted to withhold information from one of its members? Although the Canadian corporate statutes generally grant directors a blanket right to inspect board and committee minutes, there is...more
Section 220 demands are a commonly used tool for stockholders to gain access to a company’s books and records. Although this provision of the Delaware General Corporation Law vests stockholders with a right of access thereto,...more
Over the past decade, environmental, social and governance (ESG) topics have featured heavily in social and political discourse. ESG has also become prominent in the boardroom as directors navigate how best to address...more
In this issue, we discuss recent Delaware court developments regarding officer liability, who can recover “lost-premium” damages, and trends in books and records actions, among other topics....more
As discussed in prior articles, stockholder plaintiffs have increasingly sought to obtain companies’ books and records under 8 Del. C. § 220 (Section 220) and the Delaware Limited Liability Company Act’s analogous provision,...more
Traditionally deployed to protect a corporation from its board’s imprudent investment or financial decision-making, in recent years shareholders have taken to bringing derivative actions on a corporation’s behalf for its...more
Knowledge is power, they say. In the context of a Delaware limited liability company (“LLC”), knowledge about the company’s finances, governance, operations, and affairs is found in the company’s books and records. But...more
On June 27, 2023, Vice Chancellor Lori W. Will of the Delaware Court of Chancery issued a judgment in favor of a “leading media and entertainment” company with a “substantial presence in Florida” (the “Corporation”),...more
In recent years, we have witnessed a sharp increase in the number of lawsuits filed in Israel against officers and directors of companies and a broadening of the scope of their liability. As a result of their roles, directors...more
Market Review and Outlook - Slowing economic growth, equity market volatility, stubborn inflation, rising interest rates and geopolitical tensions combined to create a hostile environment for M&A activity in 2022, with...more
On December 15, 2022, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery denied a motion to dismiss claims as untimely in a derivative action brought by stockholders against the officers and directors of...more
Delaware courts have historically been reluctant to allow Caremark (or “board oversight”) claims to gain traction, describing such a claim as “possibly the most difficult theory in corporation law upon which a plaintiff might...more
Board minutes are an essential part of a company’s internal record keeping. But they are more than a routine, formal exercise. They also play a pivotal role in stockholder litigation. As a contemporaneous record, plaintiff...more
In late 2021 and early 2022, two decisions from the Court of Chancery addressing advance notice bylaws reiterated, consistent with long-standing Delaware law, that clear and unambiguous advance notice bylaws will be...more
For decades, Delaware courts have encouraged stockholders to use the “tools at hand” — before initiating lawsuits — by obtaining corporations’ books and records through 8 Del. C. § 220 (Section 220). As described in prior...more
In the past several years there has been a significant decrease in Foreign Corrupt Practices Act (FCPA) enforcement efforts. Reports suggest that corporate criminal cases have decreased by roughly 50% since 2012. FCPA...more
In this issue, we discuss recent Delaware court decisions further developing the bounds around books and records demands. Other articles focus on recent developments concerning advance notice bylaws and the standards used by...more
Corporate books and records demands are on the rise. And as the Delaware courts have made it easier for shareholders to demonstrate a proper purpose to seek inspection, corporations increasingly must defend these actions by...more
Compliance professionals are used to internal struggles for influence and resources. Chief compliance officers have devoted years and years to justifying the need to elevate and empower the compliance function. For years,...more
Takeaways - Corporations can face a wave of stockholder actions purporting to enforce the corporations’ own legal rights, from books and records requests to derivative suits and litigation demands. In contrast to class...more
In this issue we discuss how plaintiffs are finding creative ways to obtain books and records, and appraisal cases where Delaware courts held that fair value rose between signing and closing. Other articles describe how the...more
This Freeman Law blog provides insight for the Texas nonprofit corporation to understand its obligations relating to the maintenance of books and records and as to when, and under what circumstances, those books and records...more
Serving dual roles as urban homestead and non-profit business operation, residential condominiums and co-ops occupy a special niche in the arena of dispute resolution among co-owners of joint enterprises....more