News & Analysis as of

Corporate Governance Attorney-Client Privilege

Kerr Russell

Moving Past Lights and Sirens: Considerations at the Outset of a Corporate Investigation

Kerr Russell on

The exigent circumstances that are often present at the outset of a corporate investigation may not lend themselves to calm contemplation, yet it is especially important that attorneys give thoughtful consideration to the...more

American Conference Institute (ACI)

[Event] 40th International Conference on the FCPA - November 28th - 30th, National Harbor, MD

Hosted by American Conference Institute, the 40th International Conference on the FCPA returns for another exciting year with curated programming that shines a global spotlight on anti-corruption compliance challenges,...more

Allen Matkins

California And Vice Chancellor Laster Are 180˚  Apart On The "Circle Of Confidentiality"

Allen Matkins on

In Hyde Park Venture Partners Fund III, L.P. v. FairXchange, LLC,  2023 WL 2417273 (Del. Ch. Mar. 9, 2023), Vice Chancellor J. Travis Laster ruled that two investment funds were within the "circle of confidentiality" that...more

Butler Snow LLP

Company Cooperation Leads to Criminal Discovery

Butler Snow LLP on

When a company discovers that a crime may have been committed by individuals within the company, or is alerted by the government of that possibility, the company will often hire an outside law firm to conduct an internal...more

Goodwin

SEC Focuses on Insider Trading and Leverages Market Analytics in Recent Slew of Enforcement Cases

Goodwin on

​​​​​​​On July 25, 2022, the U.S. Securities and Exchange Commission (“SEC”) announced insider trading charges against ten individual defendants across four separate cases (Bhardwaj, Goel, Markin, and Buyer), filed in the...more

Allen Matkins

Are Directors Joint Clients?

Allen Matkins on

In a ruling this week, Vice Chancellor Lori Will addressed whether one-half of an evenly divided board could gain access  privileged communications between the corporation and its long-time outside counsel.  In re Aerojet...more

ArentFox Schiff

Attorney-Client Privilege Issues: When Directors Can Access Privileged Corporate Records

ArentFox Schiff on

Those with ownership stakes in privately held businesses, partnerships, or family offices need to closely collaborate with and trust others. When disagreements and disputes over rights and responsibilities arise, individual...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - December 2021

This issue covers important, developing areas of Delaware corporation law and deal litigation, including the evolving law on attorney-client privilege for emails on noncompany servers, recent Chancery Court Caremark decisions...more

BCLP

Risky Business: Recording Board Meetings

BCLP on

With the Delta variant surge, many companies have delayed plans for a return to in-person board and committee meetings. The go-to alternative, in many cases, will be a return to video conferences, which worked well in the...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Spring 2021

What questions do prospective SPAC directors need to ask? What are the 10 most common misconceptions regarding attorney-client privilege? The Informed Board aims to provide insights into the key issues directors face...more

Skadden, Arps, Slate, Meagher & Flom LLP

COVID-19: How To Prepare for Potential Future Disputes

Pandemic-Related Uncertainty Means Business Decisions Will Be Highly Scrutinized - As the COVID-19 pandemic continues to develop, guiding a business through this time of immense crisis means making decisions that gravely...more

McGuireWoods LLP

Lawyers For Closely Held Corporations Must Consider The Privilege's Ownership

McGuireWoods LLP on

Every court agrees that when a lawyer represents a corporation, the entity owns the privilege as the "client." But that analysis can be difficult in closely held corporations. In Morristown Heart Consultants, PLLC v....more

McDermott Will & Emery

Corporate Law & Governance Update - June 2018

McDermott Will & Emery on

Executive Compensation Recoupment - The most recent development in the prominent University of Louisville Foundation controversy is the release of an independent analysis suggesting that its senior executive leadership was...more

Foley & Lardner LLP

DOJ Issues New FCPA Policy Offering Incentives to Encourage Disclosure of Foreign Bribery and Corruption Misconduct

Foley & Lardner LLP on

On November 29, 2017, Deputy Attorney General Rod Rosenstein announced that the U.S. Department of Justice (DOJ) was issuing a new enforcement policy covering its enforcement of the Foreign Corrupt Practices Act (FCPA). The...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Key Takeaways: Corporate Governance Series — Key SEC Financial Reporting, Accounting and Enforcement Matters"

On February 2, 2017, Skadden hosted a webinar titled “Key SEC Financial Reporting, Accounting and Enforcement Matters,” the third installment of our four-part Corporate Governance Series focused on trends in corporate...more

Pillsbury Winthrop Shaw Pittman LLP

Developments in Association Law 2015–2016

The Nonprofit Organizations Practice at Pillsbury has prepared this summary of significant legal and policy developments that have occurred in approximately the past year. All of these developments have potential impacts upon...more

A&O Shearman

Brexit: Key Issues for General Counsel

A&O Shearman on

On June 23rd, the UK electorate voted to leave the European Union in an advisory referendum. We expect the UK Government to commence negotiations to withdraw and to establish a framework for the UK’s new relationship with the...more

Cadwalader, Wickersham & Taft LLP

M&A Update: New York Court of Appeals Rejects Extension of Common Interest Privilege to Merger Talks

On June 9, 2016, a divided New York Court of Appeals in a much-anticipated ruling held that the attorney-client privilege can only be maintained for communications involving third parties in situations where litigation is...more

Pillsbury Winthrop Shaw Pittman LLP

Appellate Division Review - Business Judgment Rule, Privilege, Child Support, Animal Rights

The more things change, the more they remain the same. As we enter a new year, New York’s Appellate Division faces the same and greater challenges: increasing caseloads, staff shortages, judicial vacancies, and legal disputes...more

Littler

2015 Hot Topics for Multinational Companies

Littler on

As we enter the New Year, Littler's international practice has identified a number of key employment and labor law issues for multinational companies (MNCs). The past year has brought to the fore some challenging issues...more

Allen Matkins

Why Keeping Corporate Lawyers Quiet Is Good For Us All

Allen Matkins on

In a recent post in The New York Times DealBook, Berkeley Law School Professor Steven Davidoff Solomon argues that keeping corporate lawyers silent “can shelter wrongdoing”. I completely agree that the attorney-client...more

Troutman Pepper

Counsel to the Company: A Framework for Corporate Governance

Troutman Pepper on

As a threshold matter, counsel must identify, and remain clear as to, the identity of its client, which may be the company or a subsidiary, the Board or Board committee, or one or more executives. The identity of the client...more

Adler Pollock & Sheehan P.C.

The Importance of Risk Management for Rhode Island Nonprofits

The Problem - The explosion of nonprofits across the country in recent years has been accompanied by significant increases in employment and capital management in the nonprofit world. Rhode Island is no different in...more

Brownstein Hyatt Farber Schreck

Email Users Beware: Companies and Corporate Officers Should Evaluate Email Practices in Light of Delaware Chancery Court Decision

On September 5, 2013, the Delaware Chancery Court ruled that the attorney-client privilege does not protect from disclosure emails sent by corporate officers to their personal attorneys using the company’s email account. In...more

Allen Matkins

Kalisman v. Friedman – A California Analysis

Allen Matkins on

A few months ago, Vice Chancellor J. Travis Laster issued an interesting decision involving director inspection rights and the attorney-client privilege. Kalisman v. Friedman, 2013 Del. Ch. LEXIS 100 (April 17, 2013). ...more

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