Corporate Counsel

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Recent Case Affirms Protection for Selling Shareholders

The federal district court in Massachusetts ruled recently that an aggrieved buyer in an M&A transaction cannot join individual selling shareholders to a litigation over the transaction if the shareholders have appointed a...more

Levick Monthly - Activist Investors; The Ten Most Momentous Recent Events

In This Issue: - Activist Investors: The Ten Most Momentous Recent Events - CORPORATE REPUTATION: Speaking Intelligently on Business Intelligence - DIGITAL ENGAGEMENT: LinkedIn's Exclusive Influencer Program Is...more

Appointment Of Independent Directors On The Eve Of Bankruptcy: Why The Growing Trend? Examining Delaware Corporate Governance...

Here, we discuss the corporate governance implications corporate fiduciaries are confronted with when the corporation is operating in the zone of insolvency and when the company is actually insolvent. We also discuss some of...more

Gifts, Travel And Entertainment Under The FCPA – Part I

One of the first thing that many companies will try to put in place is a gifts, entertainment and travel policy when looking at an overall compliance program. I find the reality to be that not only is this one of the more...more

Nursery Rhymes, A Chinese Proverb, The HP FCPA Enforcement And The Myth Of The Rogue Employee

As my friend and colleague Jay Rosen is want to remind us, he continually learns much about compliance and ethics from his Kindergarten-aged daughters. I submit that you need only look to children’s nursery rhymes in the...more

Post Traumatic Settlement Disorder

The rigor and stress of an extensive corporate internal investigation is over. You’ve helped your client determine the scope of wrong-doing, take actions against wrong-doers, calculate the damages/amount of the fraud, fix...more

Plus-Sized e-Discovery for Medium-Sized Firms

In cases involving large amounts of electronically stored information (ESI), those of us at mid-sized or smaller firms may sometimes feel a little out-gunned when the requests for production and documents start flying. While...more

Privileged Status Of Internal Investigations At Risk - Court Finds Reports From Company's Internal Investigation Are Not...

A recent ruling by the U.S. District Court for the District of Columbia puts the privileged status of internal investigations conducted by internal resources at risk.In U.S. ex rel. Harry Barko v. Halliburton Company, the...more

Tips For Conducting An Internal Investigation

Perhaps your computer system was hacked. Maybe you opened a container to find goods in it that did not belong to you (thank goodness they were not dangerous) or perhaps no goods but evidence people lived in the container...more

Eleventh Circuit Holds that Terminated Employee Can Waive FMLA Claims Through the Date of a Release

In a victory for common sense, the Eleventh Circuit Court of Appeals recently determined that an employee could not pursue Family and Medical Leave (FMLA) interference and retaliation claims against her former employer...more

This Proposed Amendment To DGCL Section 141(f) Is A Curate’s Egg

In AGR Halifax Fund, Inc. v. Fiscina, 743 A.2d 1188 (1999), the Delaware Court of Chancery was asked to decide whether a consent given by persons before they became directors could become effective if delivered to the...more

Tales From The Crypt - Rule No. 7 - Actions Speak Louder Than Words

Ed. Note-I inadvertently ran Tale From The Crypt, Rule No. 8 out of order, so today we present Rule No. 7, which reminds us that Mom was right, actions do speak louder than words... This Tale from our Crypt reminds us...more

Governor Patrick Proposes Bill to Ban Certain Non-Competes in Massachusetts but Preserve Enforceability of Other Restrictive...

Last week, Massachusetts Governor Deval Patrick proposed legislation that would ban certain non-competition provisions in agreements with employees and independent contractors. Certain other important restrictive covenants,...more

The SEC’s Whistleblower Program: 2013 Results and What to Expect in 2014

The SEC’s 2013 Whistleblower Report to Congress reported an 8% increase in tips and whistleblower awards over the previous year, as well as the program’s largest single award to date. In recent public statements,...more

Maintaining Privilege With Consultants - Practical Guide

Previously, we talked about the legal standards applied to claims of attorney-client privilege between a company's general counsel and outside consultants. Now, let's talk about practical tips for maintaining that...more

An Overview of the 2014 Class Action Survey [Video]

To read the full 2014 Class Action Survey report, please visit ClassActionSurvey.com. Fifty-two percent of major companies are currently engaged in class action litigation. This percentage has remained fairly consistent...more

In Case You Missed It - Interesting Items for Corporate Counsel

The Director of the SEC’s Division of Corporation Finance, Keith Higgins, recently gave the keynote address, here, at the 2014 Angel Capital Association Summit. He focused on the following three items on the SEC rulemaking...more

Conversations on Goverance: Practical Insights for Public Company Leaders: Crisis Management: Key Questions

We live in a world full of high-stakes, high-profile corporate crises – environmental disasters, product liability issues, data breaches and government investigations, to name a few. No company is immune. Therefore, advance...more

Asking Questions To Build Your Compliance Program

On this day in 1932 President Franklin D. Roosevelt (FDR) enacted the Civilian Conservation Corps (CCC) declaring a “government worthy of its name must make a fitting response” to the suffering of the unemployed....more

Snooping e-Mail Case

Tempted to snoop on someone’s emails; perhaps to gain advantage in a dispute? DON’T DO IT. The Stored Communications Act (“SCA”) prohibits unauthorized access to web-based email accounts. ...more

Part I: The Elephant Emerges From the Mousehole: The Wyndham Worldwide Case and the Expanding Power of the FTC to Police Data...

In support of its motion to dismiss the FTC’s complaint alleging data security deficiencies in violation of Section 5 of the FTC Act, Wyndham Worldwide Corporation cited the Supreme Court’s opinion in Whitman v. American...more

A Million Dollars In Fees For Class Counsel in Wachovia/Wells Fargo Merger Lawsuit

When I first looked at Judge Murphy's (unpublished) Order in Ehrenhaus v. Baker earlier this month awarding attorneys' fees to the class action attorneys who sued Wachovia and Wells Fargo over their merger in 2008, I was...more

Hot Employment Topics For 2014- Part VII: Same-Sex Workplace Harassment-The Hazards of a "Boys Will Be Boys" Policy

This is the seventh and last of a seven-part series describing "Hot Employment Topics for 2014." Part VII focuses upon "Same-Sex Workplace Harassment." The United States Court of Appeals for the Fifth Circuit recently...more

Appropriate Cautionary Language Leads to Dismissal of Investor’s Securities Fraud Suit

A California district court recently dismissed Mellanox Technologies Ltd. investors’ claims that the company made false statements about both its prominence in the interconnect market and its revenue and growth prospects. The...more

Mickey Rooney And The 90 Cent Solution

We begin today with a word on the death of Mickey Rooney. Rooney’s career, spanning nearly 90 years was certainly was from a different era. He was short of stature and long in his number of marriages but as Bob Lefsetz noted...more

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