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A&O Shearman

Former Chief Executive of bank fined for failing to take “reasonable steps”

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The UK Prudential Regulation Authority (PRA) has fined the former CEO of Wyelands Bank GBP118,808 for various regulatory breaches, including that he failed to take reasonable steps to ensure the business for which he was...more

Robins Kaplan LLP

Considerations for D&O Insurance in Light of the Changing Diversity, Equity, and Inclusion (DEI) Legal Landscape

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After George Floyd’s death in May 2020, companies (including their directors and officers) are facing increasing liability exposure and scrutiny from both sides of the political aisle relating to diversity, equity, and...more

Levenfeld Pearlstein, LLC

What Troubled Company Fiduciaries Need to Know About the Corporate Transparency Act – Sooner Rather Than Later

January 1, 2024, was a milestone for small businesses and their owners, as well as bankruptcy trustees, receivers, and chief restructuring officers (“CRO” and collectively, “Troubled Company Fiduciaries”) of small businesses...more

Barnea Jaffa Lande & Co.

Personal Liability for Debt to the Registrar of Companies

The Insolvency and Financial Rehabilitation Law came into effect in 2019. The new law added a new cause of action for imposing personal liability on a director or CEO of a corporation in insolvency in respect of damages...more

Hahn Loeser & Parks LLP

Existing Businesses Should Start Preparing for the CTA Now

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The Corporate Transparency Act (“CTA”) takes effect January 1, 2024, and brings with it significant new reporting requirements for most privately-owned businesses operating in the United States by requiring the disclosure of...more

Allen Matkins

Judge Rules Beneficial Owner of Shares Lacks Standing to Bring Direct Claims Against Corporation and its CEO

Allen Matkins on

The plaintiffs in Chan v. ArcSOFT, Inc., 2023 WL 2788585, believed that they had been misled in a buyout of their shares and so they sued the company and its Chief Executive officer.  One of the plaintiffs, Marc Chan, did not...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - June 2023

In a case of first impression, the Court of Chancery held recently that officers, like directors, owe their companies a duty of oversight, although the scope of that will vary with their responsibilities. Two other Chancery...more

Society of Corporate Compliance and Ethics...

Navigating CCO liability risks: Tips for staying out of the SEC's crosshairs

The issue of chief compliance officer (CCO) liability has long been debated; it has become a grave concern for CCOs, CEOs, and other C-suite executives who put on “too many hats” within an organization and take on the firm’s...more

Foley Hoag LLP

United States v. Elizabeth Holmes and Ramesh Balwani

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I. WHY THIS CASE MADE THE LIST - A highly publicized and long-running multi-agency action against the former Chief Executive Officer and the former Chief Operating Officer of Theranos Inc. resulted in criminal convictions...more

Paul Hastings LLP

Delaware Court of Chancery Expressly Holds that Corporate Officers Owe a Duty of Oversight

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In a recent opinion, the Delaware Court of Chancery for the first time expressly held that corporate officers, like corporate directors, owe a duty of oversight. In defining the scope of the oversight duty at the officer...more

Latham & Watkins LLP

FCA Issues Final Notice to Former Banking CEO Over Anti-Money Laundering Failures

Latham & Watkins LLP on

The case provides instructive practical examples of the “reasonable steps” companies can take according to the FCA and a reminder of the FCA’s cultural expectations of CEOs. On 16 November 2022, the FCA issued a final...more

Allen Matkins

If The Court Of Chancery Is Predictable, Why Does Anyone Bother To Go To Court?

Allen Matkins on

In a recent posting on the Business Law Prof [sic] Blog, William S. Boyd School of Law Professor Benjamin Edwards wrote about a recent order issued by Nevada state District Court Judge Timothy C. Williams.  The case involved...more

Fox Rothschild LLP

Appeals Court: Business Owners Not Vicariously Liable For Discrimination Claims Under NYC Human Rights Law

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On February 11, 2021, the New York Court of Appeals issued an opinion holding that employees, company agents, directors, officers and shareholders are not “employers” and, therefore, are not vicariously liable for...more

Skadden, Arps, Slate, Meagher & Flom LLP

Recent Trends in Officer Liability

More than a decade ago in the seminal case Gantler v. Stephens, the Delaware Supreme Court clarified that officers of Delaware corporations owe the same fiduciary duties of care and loyalty that directors owe to the...more

Fenwick & West LLP

McDonald’s Clawback Suit Against Former CEO: A Cautionary Tale

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McDonald’s Corporation has joined a growing list of companies that have taken action to forfeit unpaid compensation or demand repayment of compensation previously paid to a former CEO, including equity awards or proceeds from...more

Lowenstein Sandler LLP

Economic Woes Mean It’s Time To Understand Chief Restructuring Officers

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Understanding the role of the chief restructuring officer has never been more important. Here’s what a CRO can and cannot do. In recent years, chief restructuring officers (CROs) have increasingly been assigned to assist...more

Jones Day

French Court Rules on Corporate Liability for Criminal Acts Committed by Executive

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The Situation: A chief executive officer in France convicted of misusing corporate assets, and required to pay damages plus interest to the victim of his offense, sued to force the company to reimburse him for this amount, on...more

White & Case LLP

2019 Half-year in review: M&A legal and market developments

White & Case LLP on

We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2019 and their impact on M&A transactions. This review looks at these...more

Foley & Lardner LLP

FQHCs: Practical Impacts of Governance Requirements

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This is the fourth article in our series addressing important topics for federally qualified health centers (FQHCs) and the providers who work with them. The first post in the series offered five tips for contracting with...more

Foley & Lardner LLP

HR and HSR: Insider Purchases and Executive Compensation Can Require Antitrust Reporting

Foley & Lardner LLP on

Quick: Does your company have any insiders who either now or in the future may own $90 million or more in company stock?  The CEO?  The founder?  A member of the board?  If so, then now is the time for a crash course in the...more

Holland & Knight LLP

China Practice Newsletter: July-August 2019

Holland & Knight LLP on

Holland & Knight invites you to read our China Practice Newsletter, in which our authors discuss pertinent Sino-American topics. The firm provides legal assistance to Chinese investors and companies doing business or making...more

Wilson Sonsini Goodrich & Rosati

Delaware Supreme Court Provides Guidance on Board Oversight Obligations

On June 18, 2019, the Delaware Supreme Court issued an opinion addressing the fiduciary obligation of directors and officers to exercise proper oversight over the corporation and to implement a system of controls to ensure...more

McDermott Will & Emery

Corporate Law & Governance Update - March 2019

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NEW AG ACTION FOCUSES ON CHARITABLE PURPOSES - New legal action by the Pennsylvania Attorney General against a prominent nonprofit health system is grounded in allegations of violation of charitable purposes. The...more

Fisher Phillips

Employers Can Be Held Individually Liable For Unpaid Wages In Colorado

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The Colorado Court of Appeals recently held that the Colorado Wage Claim Act does not categorically bar individual liability for unpaid wages, rejecting arguments that a 2003 Colorado Supreme Court decision precluded any and...more

Jones Day

Proposed UK Corporate Governance Reforms Target Executive Pay Justification, Employee Engagement

Jones Day on

The Situation: The UK government has proposed several corporate governance reforms in an effort to improve transparency and accountability in private and public employers....more

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