Officers

If You’re Relying On The Signature Of Two Officers, You May Want To Think Again

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 5/17/2013

It is widely assumed that if a contract, note or other instrument is signed by a corporation’s president and its secretary, it will not be invalidated as to the corporation by any lack of authority of the signing officers. ...more

Florida Officer-Director Liability For Business Torts

by Schecter Law on 5/16/2013

Generally, a director or officer of a corporation does not incur personal liability for [the corporation’s] torts merely by reason of his official character; he is not liable for torts committed by or for the corporation...more

CPSC Seeks to Hold Former CEO Responsible for Buckyballs® Recall

by Ellen Adler, Erin M. Bosman, Julie Y. Park | Morrison & Foerster LLP on 5/10/2013

Last week the Consumer Product Safety Commission (CPSC) obtained an unprecedented ruling when Administrative Law Judge (ALJ) Dean Metry granted leave to name Craig Zucker in an administrative complaint against Maxfield and...more

No Directors, No Officers, No Employees And No Agents – Now What?

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 5/3/2013

Occasionally, a corporation may find itself with no directors and no management. Yet, the corporation does not cease to exist. One might wonder what use can there be in a corporation deprived of head and limb. In...more

Fourth Circuit Court Of Appeals Puts Teeth Into The "In Fact" Exclusions Of A D&O Policy

by Steven Brodie, Joseph Lang Jr., Sylvia H. Walbolt | Carlton Fields on 4/24/2013

In Farkas v. Nat'l Union Fire Ins. Co. of Pittsburgh, PA, No. 12-1481, 2013 WL 1459248 (4th Cir. Apr 11, 2013), the Fourth Circuit Court of Appeals affirmed a decision that put teeth into the "in fact" exclusions of a...more

Using the Privilege: Fifth Amendment Fundamentals for Corporations

by Jonathan Cavalier, Hayes Hunt | Cozen O'Connor on 4/24/2013

Most in-house lawyers, if they're fortunate, haven't bumped up against the Fifth Amendment and its related issues since the bar exam. After all, the so-called "nickel" typically arises solely in the criminal context, and...more

Benefit Corporations – A New Type Of Corporation – Are Now Authorized In Pennsylvania

by Julianna Labruto, Michael Sherman | Cozen O'Connor on 3/14/2013

On January 23, 2013, the Pennsylvania Benefit Corporation Act (the Act) became effective. The Act authorizes a new type of for-profit business corporation known as a benefit corporation. Pennsylvania is now one of 12 states...more

Jepsco, Ltd. v. B.F. Rich Co., Inc., C.A. No. 7343-VCP (Del. Ch. Feb. 14, 2013) (Parsons, V.C.)

by Potter Anderson & Corroon LLP on 2/28/2013

The Delaware Court of Chancery held that claims for breach of statutory and fiduciary duties against a custodian appointed under Section 226 of the Delaware General Corporation Law (“DGCL”) failed as a matter of law because...more

Skadden, Arps, Slate, Meagher & Flom LLP

Planning for the 2013 Annual Meeting and Reporting Season

by Andrew Brady, Brian V. Breheny, Marc S. Gerber, Richard J. Grossman, Neil M. Leff, Regina Olshan, Michael Rogan, Erica Schohn, Joseph M. Yaffe | Skadden, Arps, Slate, Meagher & Flom LLP on 2/19/2013

As companies prepare for the 2013 annual meeting and reporting season, we have compiled an overview of the corporate governance and disclosure matters that companies should consider as they draft this season’s disclosure...more

District Court Finds that Securities Exchange Act Covers Stock "Float" Manipulation

by Michael S. Gordon, Elizabeth D. Langdale | Katten Muchin Rosenman LLP on 2/7/2013

In a self-described “precedent-setting” order, the US District Court for the Eastern District of Pennsylvania recently found that the Securities Exchange Act of 1934 (Exchange Act) can apply to a scheme aimed at gaining...more

Canada Redoubles Efforts at Combating Foreign Bribery and Corruption: Officers and Directors of Canadian Businesses Warned to...

by Riyaz Dattu | Osler, Hoskin & Harcourt LLP on 2/7/2013

Within days of successfully imposing a fine in the amount of $10.3 million against Griffiths Energy pursuant to the Canadian Corruption of Foreign Public Officials Act (CFPOA), the Canadian government announced on February 5,...more

Changes To D&O Questionnaires To Implement NYSE And Nasdaq Compensation Committee Independence Rules

by Jill Radloff | Leonard, Street and Deinard - Dodd-Frank and... on 2/4/2013

Both the NYSE and Nasdaq stock exchanges are requiring most issuers to have independent compensation committees by the earlier of their first annual meeting after January 14, 2014, or October 14, 2014. ...more

Are Charter Indemnification Provisions Contracts?

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 1/29/2013

Public companies typically include provisions in their articles and bylaws that mandate indemnification of directors and officers. Often, these provisions include a statement to the effect that the rights to indemnification...more

Environmental Crimes and Punishment

by Randall M. Lutz | Saul Ewing LLP on 1/24/2013

A few years ago the president of a well-known food brand was convicted and sentenced to serve nine months in federal prison for failing to stop his plant from engaging in a practice that he knew was a violation of...more

FTC Announces Revised Thresholds for Interlocking Directorates

by Ropes & Gray LLP on 1/16/2013

The Federal Trade Commission has announced revised thresholds for interlocking directorates required under Section 8 of the Clayton Act (15 U.S.C. § 19(a)(5)). The revised thresholds took effect January 14, 2013. As...more

HSR Filing Threshold Increases to $70.9 Million

by Steven Bradbury, C.B. Buente, Michael Weiner | Dechert LLP on 1/16/2013

The Federal Trade Commission (“FTC”) announced on January 10, 2013 that the dollar-based thresholds applicable to the Hart-Scott-Rodino (“HSR”) premerger notification program will be raised 4.0 percent from the 2012 levels....more

Forum Selection Bylaws And The California Constitution

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 1/15/2013

Last December, I briefly discussed whether a forum selection bylaw with respect to officers and directors would pass muster as a contractual choice of law. See A Forum Selection Clause Issue That You May Not Have Heard About...more

Benefits of the Inducement Grant

by Anthony Eppert | Winstead PC on 1/11/2013

The purpose of this post is to remind issuers that inducement grants do not require shareholder approval, so if they are used correctly, they can help to increase the life expectancy of the equity plan's share reserve....more

"Revised HSR Thresholds Announced"

by Steven Albertson, Rita Sinkfield Belin, Matthew Hendrickson, Brian Mohr, Joseph Nisa, Neal Stoll | Skadden, Arps, Slate, Meagher & Flom LLP on 1/11/2013

On January 10, 2013, the Federal Trade Commission (FTC) announced the revised thresholds for determining whether companies are required to notify federal antitrust authorities about a transaction under the Hart-Scott-Rodino...more

The SEC Is Scrutinizing Asset Valuations—Are You Ready?

by Jay A. Dubow | Pepper Hamilton LLP on 1/10/2013

The Securities and Exchange Commission (SEC) recently has set its sights on registered entities and their officers and directors for overvaluing the entities’ assets....more

For Profit Corporations with a Social Mission - Pennsylvania's New Benefit Corporation Act

by Cynthia Fischer, Sekou Lewis | Schnader Harrison Segal & Lewis LLP on 1/8/2013

A new Pennsylvania Benefit Corporation Act (the “Act”) becomes effective on January 23, 2013. The Act authorizes a new type of corporation known as a Benefit Corporation. The Act is intended to provide entrepreneurs and...more

200+ laws in Ontario that impose personal liability on officers and directors of Ontario business corporations

by David D. Lyons | Lerners LLP on 1/8/2013

Another significant potential area of personal liability for directors and officers of business corporations in Ontario to consider arises as a result of 200+ laws of all levels of government that have provisions imposing...more

U.S. Government’s Use of the "Park Doctrine" to Police Pharmacies

by Frederick Ball, Rachael G. Pontikes | Duane Morris LLP on 1/7/2013

The U.S. government may be resurrecting the "Park Doctrine" as a tool to prosecute the owners of pharmacies for federal Food, Drug, and Cosmetic Act (FDCA) violations. In United States v. Park, 421 U.S. 658 (1975), the U.S....more

FDIC Obtains Jury Verdict And Settlement In Separate Actions In California District Court Against Former Bank Officers And...

by BuckleySandler LLP on 1/7/2013

On December 7, the FDIC, as receiver of a failed bank, obtained a jury verdict in its favor in the U.S. District Court for the Central District of California against a group of former bank officers. FDIC v. Van Dellen, No....more

The corporate 'shield' is not impenetrable - Directors and Officers of Ontario business corporations take note

by David D. Lyons | Lerners LLP on 12/18/2012

Under Ontario’s Business Corporations Act, a corporation has the rights, powers and privileges of a natural person. This means that a corporation can sue and be sued and will own assets and incur liabilities. Operating a...more

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