News & Analysis as of

Corporate Governance Liability

Conn Kavanaugh

“Hot” Tips for Internal Investigations

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An increased government interest in rooting out corporate fraud, coupled with new theories of corporate and individual liability, have made state and federal investigations almost a way of life for large and small companies...more

Littler

EU Parliament Votes in Favor of the European Supply Chain Due Diligence Directive (CSDDD)

Littler on

On Wednesday, April 24, 2024, the EU member states in the EU Parliament voted in favor of the European Supply Chain Directive (Corporate Sustainability Due Diligence Directive – CSDDD). This is one of the final steps in a...more

A&O Shearman

Chief Information Security Officers and cyber whistleblowing: considerations for PE firms

A&O Shearman on

Managing these risks at a single company should be straightforward.  Executives and CISOs may be personally held accountable for cyber failings, negligence, breaches, and inadequate disclosure around cyber vulnerabilities and...more

Latham & Watkins LLP

Wyoming Adopts New Legal Structure for DAOs

Latham & Watkins LLP on

The legislation allows decentralized autonomous organizations to gain legal entity status and operate within the bounds of applicable law. ...more

Skadden, Arps, Slate, Meagher & Flom LLP

Fighting Early Obsolescence: New EU Directive Extends Liability Risks

On 6 March 2024, the EU published directive 2024/825/EU, intended to bolster consumer rights in the face of environmental challenges. The directive seeks to clarify companies’ liability concerning information obligations...more

Venable LLP

Fiduciary Liability Limitations Under Nevada Law Trigger Entire Fairness Review of Conversion from Delaware Due to Controlling...

Venable LLP on

The Delaware Court of Chancery, in Palkon v. Maffei, et al., C.A. No. 2023-0449-JTL (Del. Ch. Feb. 20, 2024), determined that a reduction in the liability exposure of a fiduciary due to the conversion of a Delaware...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

Proskauer - Corporate Defense and Disputes

Delaware Chancery Court Holds that High Standard for Oversight Liability Applies to Corporate Officers

The Delaware Court of Chancery recently held that claims for breach of the fiduciary duty of oversight are not easier to plead against corporate officers than against corporate directors. The decision in Segway Inc. v. Cai...more

Allen Barron, Inc.

The Importance of Year-End Corporate Governance Work

Allen Barron, Inc. on

What is the importance of year-end corporate governance work? I know. I can see and hear it now: most businesspeople just roll their eyes and ask, “why do I have to go through this hassle?” What is the purpose of a corporate...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights – April 2023 | Insights

This edition of Skadden’s quarterly Insights looks at the rising number of de-SPACed companies seeking Chapter 11 protection, the growth of a market designed to assume legacy liabilities, an effort to establish...more

Arnall Golden Gregory LLP

Government Investigations Team Insights - February 2023

AGG’s Government Investigations Team Insights provides periodic updates covering legal and regulatory topics. Our team, which includes former federal prosecutors, SEC enforcement attorneys, and federal agency attorneys, has...more

International Lawyers Network

Establishing A Business Entity In Israel (Updated)

While there are a few different forms of “corporate” entities in Israel, this guide will focus on companies and partnerships as these are the entities that the non-Israeli businessman is most likely to set up or invest in if...more

Polsinelli

FTC Announces Decision “with a 100% chance of far-reaching” Impact for Data Breaches

Polsinelli on

On Monday the Federal Trade Commission issued a press release stating it is settling a case against Drizly and its CEO for a data breach that exposed the information of 2.5 million consumers in July 2020. The proposed...more

Bradley Arant Boult Cummings LLP

Converting a Corporation into an LLC Can Lead to Unintended Consequences: Don’t Convert to an LLC Without Careful Advance Planning

Corporations and LLCs both provide their shareholders and members with limited liability to operate a for-profit business, and while these two forms of business entities are similar in many ways, they also have some important...more

Fenwick & West LLP

SEC Proposes New Rules to Enhance Disclosure and Investor Protection Relating to SPACs and Projections – Impact on Target...

Fenwick & West LLP on

The U.S. Securities and Exchange Commission has proposed new rules and amendments (the Proposed Rules) to enhance disclosure and expand liability in initial public offerings by special purpose acquisition companies (SPACs)...more

International Lawyers Network

Establishing A Business Entity In Israel (Updated)

While there are a few different forms of “corporate” entities in Israel, this guide will focus on companies and partnerships as these are the entities that the non-Israeli businessman is most likely to set up or invest in if...more

Proskauer - Corporate Defense and Disputes

Another Diversity Suit Stifled

Last week, yet another federal court dismissed a shareholder derivative suit that claimed a company had failed to diversify its corporate leadership team. Shareholders had alleged that Opko Health Inc., a Miami-based medical...more

Baker Donelson

The Bankruptcy Corner: Is Your D&O/Lender Liability Coverage High Danger Proof?

Baker Donelson on

When Baker Donelson's Advocacy Department invites the Corporate Restructuring & Bankruptcy (CRaB) practice group to submit an article for the Trial Spotlight Newsletter it creates the editorial equivalent of hockey's...more

BakerHostetler

Seller's Directors Beware: You May Be Liable When the Buyer's Leveraged Buyout Goes Bad

BakerHostetler on

For the past two decades, courts have afforded directors and officers considerable protection for a good-faith decision to proceed with a highly leveraged sale that ultimately led to bankruptcy or liquidation. Courts are...more

Alston & Bird

Corporate Legal Liability for Breach of Environmental, Social & Governance Responsibilities: Recent Developments in the UK and...

Alston & Bird on

In the UK, even a foreign subsidiary must take a company’s environmental, social, and governance (ESG) responsibilities seriously. Our Litigation Group examines a UK Supreme Court decision that could bring more claims against...more

International Lawyers Network

Establishing A Business Entity In Israel (Updated)

While there are a few different forms of “corporate” entities in Israel, this guide will focus on companies and partnerships as these are the entities that the non-Israeli businessman is most likely to set up or invest in if...more

Barnea Jaffa Lande & Co.

Israel Securities Authority: Distributors May Be Liable for the Contents of a Prospectus

The Israeli Securities Authority has announced that distribution entities now may be liable for the contents of a prospectus.   In a staff position paper published in late July, the ISA changed the rules of the game in the...more

Allen Matkins

We Now Know That "Knowing" Requires Knowledge

Allen Matkins on

Last month, I wrote about the Nevada Supreme Court's holding that a plaintiff must prove more than gross negligence to hold a director liable for breach of fiduciary duty.  Chur v. Eighth Jud. Dist. Ct., 136 Nev. Adv. Op. 7...more

A&O Shearman

European Commission Publishes Report on Liability for Artificial Intelligence

A&O Shearman on

The New Technologies formation of the European Commission’s Expert Group on Liability and New Technologies has published a report on liability regimes for artificial intelligence. The report discusses existing laws concerning...more

International Lawyers Network

Establishing A Business Entity In Israel

The influence of British rule immediately prior to the establishment of the State of Israel has left a lasting mark on Israeli corporate law. Even though Israel is commercially much closer to the U.S., the links to the...more

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