The Delaware Chancery Court recently invalidated a buyer’s attempt to obtain a release and indemnification obligations from selling stockholders of a Delaware corporation that was acquired in a merger. The ruling will require...more
Insurance law practitioners learn on day one that the duty to defend is broader than the duty to indemnify, encompassing even uncovered claims if at least one claim against the insured is potentially covered. See Bridge Metal...more
Bankruptcy Judge Dennis Montali in San Francisco said last week that he will allow a direct appeal to the Ninth Circuit from one of his rulings in the bankruptcy of Howrey LLP, skipping an intermediate appeal to the U.S....more
Good v. American Water Works, 2014 WL 5486827 (S.D. W. Vir. Oct. 29, 2014).
In this class action litigation involving the Freedom Industries chemical spill, the parties met, conferred, and agreed on all but one...more
Supreme Court Justices Scalia and Thomas indicated that the High Court may at some point consider a question regarding the application of insider trading law in criminal cases and the deference due, if any, to the...more
Lease incentives given by landlords to induce tenants to enter leases are a very common feature of the property landscape in Australia. These usually take the form of fit out contributions or rent abatements (or a combination...more
The United States District Court for the Southern District of New York has dismissed, with prejudice, claims relating to the triggering of the Mariah Re severe weather event cat bond. Mariah Re Ltd. v. American Family Mutual...more
The Commission announced its largest whistleblower action this week – an award to a person overseas of over $30 million.
The agency also filed a series of actions this week....more
The former CEO of Saba Software, Inc. agreed to repay over $2.5 million in bonuses, other incentive-based or equity-based compensation, and stock sale profits pursuant to Section 304(a) of the Sarbanes-Oxley Act. The action...more
As far as employee compensation agreements are concerned, Texas employers are riding a wave of pro-business precedent. The Supreme Court of Texas’ recent opinion in ExxonMobil Corporation v. Drennen continues the trend. ...more
On July 30, the Prudential Regulation Authority (PRA) issued a policy statement in respect of responses received to its consultation on proposals to extend the Remuneration Code to require all PRA-authorized firms to ensure...more
On July 6, 2014, Judge Jed S. Rakoff, United States District Judge for the Southern District of New York, declined to extend the reaches of section 550(a) of the Bankruptcy Code abroad to permit the recovery of funds that...more
In re Madoff Securities Extends Morrison Framework to Prevent Avoidance of Purely Foreign Transfers under SIPA and the Bankruptcy Code -
Applying the U.S. Supreme Court’s landmark decision in Morrison v. National...more
In 2008, a few months before the $65 billion Madoff Ponzi scheme fell apart, the $3.65 billion Petters Ponzi scheme made headlines. Tom Petters told investors that they were financing the purchase and sale of consumer...more
This issue of the Credit Crunch Digest focuses on recent developments in Libor and the Foreign Exchange market litigation; Credit Suisse’s $885 million mortgage settlement with the Federal Housing Finance Agency; Irving...more
On 13 March 2014, the Prudential Regulation Authority (PRA), the U.K. regulator responsible for prudential supervision of banks, insurers and large broker-dealers, issued a consultation paper on bonus clawback (CP6/14). ...more
Brownstein Hyatt Farber Schreck attorneys and their client recently scored another trial victory. The outcome provides lessons for Brownstein’s clients that utilize variable compensation plans for their...more
An important message to all tax planners: The European Commission’s Directorate General for Competition has declared war on "fiscal optimization."
It intends to use the antitrust stick to overcome the lack of tax...more
Clawbacks have been around for more than a decade.
- Beginning in 2002, Sarbanes-Oxley required CEOs and CFOs to reimburse incentive or equity compensation received or profits from the sale of company securities during...more
RIPL Corp. v. Google Inc., 2013 WL 6632040 (W.D. Wash. Dec. 17, 2013).
In this trademark infringement case, the defendant and plaintiff entered into a stipulated protective order which included a clawback provision...more
When the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) became law in 2010, it included a requirement for public companies to recoup, or “clawback,” incentive compensation from executives in the event...more
PROXY SEASON PREVIEW -
Say-on-Pay and Equity Compensation Plans -
Although say-on-pay votes are only advisory in the United States, they will likely continue to be a focus for many companies in the upcoming 2014...more
Executive compensation is a topic that just won’t go away, particularly with pay disparity and pay for performance regulations still looming. We highlight below some of the matters directors should be considering as they...more
We are pleased to introduce the inaugural issue of Goodwin Procter’s Business Litigation Reporter. This unique publication provides timely summaries of key cases and other developments within dedicated Business Litigation...more
Bankruptcy trustees and debtors routinely attempt to increase the amount of money available to creditors in a bankruptcy case by “clawing back” funds transferred by the debtor to another party. Several sections of the...more
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