Corporate Liability

News & Analysis as of

Changes to Michigan Nonprofit Corporation Act Expand Liability Protection, Authorize New Election Procedures, Ease Voting...

As you may have heard, Michigan recently enacted significant amendments to the Michigan Nonprofit Corporation Act (the "Act"). The following is a brief overview of some of the more significant of the changes effected by the...more

Neiman Case a Harbinger For Data Breach Cases? Not So Fast

Much has been said in the past couple weeks about the decision by Seventh Circuit Court of Appeals in the case of Remijas v. Neiman Marcus. Some have suggested that the ruling makes it easier to sue over data breaches, or...more

Franchise and Distribution News - July 2015

A VIEW FROM TWIN PEAKS - Quick. Define Twin Peaks. Other than the obviously now dated TV show, up until a couple of weeks ago, the only other definition of Twin Peaks was a restaurant chain that featured double entendre...more

Exculpatory Provisions Provide Powerful Protection for Independent Directors

The Delaware Supreme Court recently issued an important decision clarifying the standards that govern claims for money damages against independent directors of corporations whose charters contain exculpatory provisions....more

Bitcoin Basics for Corporate Counsel

Bitcoin, the online “cryptocurrency,” is not just for anti-government doomsday fanatics and drug dealers. Seen everywhere from SEC filings, to state legislature hearings, to an episode of The Good Wife, it is both an...more

Bribery Settlements in 2014: A Record-Setting Year

Corporations facing bribery charges under the U.S. Foreign Corrupt Practices Act (“FCPA”) will pay significantly higher fines to resolve their cases, at least if recent settlements are a reliable guide. Last year, FCPA...more

Anti-bribery compliance in the UK - check for 'red flags' on any acquisition

When one company acquires another, it has long been common practice for the purchaser to carry out commercial due diligence upon the target company. However, anti-bribery and corruption (ABC) due diligence is often overlooked...more

"Dutch Authority Follows EU by Finding Private Equity Firms Liable for Antitrust Violations of Minority Held Companies"

The Dutch competition authority (the Authority for Consumers and Markets, or ACM) has issued two decisions imposing fines on private equity firms for the participation of their portfolio company in the so-called flour cartel....more

Gavel to Gavel: Rulings could limit jurisdiction

“Can we be sued there?” Our firm’s business clients ask this question frequently. Lawyers and courts have debated the answer for decades. Jurisdiction over a corporation can be complicated, especially for companies that...more

Locke Lord QuickStudy: Choice of Entity Considerations

Starting a business can be a daunting but rewarding challenge. One of the key decisions at the early stages of a new business is how to structure your business – i.e., what legal entity to form in order to carry on your...more

Court Of Chancery Explains New Statutory Authority To Correct Corporate Mistakes

This is an important decision because it explains the effect of the new Sections 204-205 to the DGCL. Those provisions permit the correction of corporate actions that failed to comply with the requirements of the DGCL, such...more

Nevada Supreme Court Doubles Down On Joint Venture By Estoppel

Last March, I wrote about a decision of a panel of the Nevada Supreme Court in In re Cay Clubs, 130 Nev. Adv. 14 (2014). The defendants thereafter sought reconsideration by the Supreme Court sitting en banc. Yesterday, the...more

I-9 Forms, Deferred Action for Childhood Arrivals, EB-5 Visas, and Reform Q&A - This month in Immigration

I-9 Audits - A fine for a couple of I-9 violations pales in comparison to the $34 million settlement paid by Infosys in 2012 for repeated I-9 violations and omissions discovered by Immigration and Customs Enforcement...more

Bridging the Week - October 2014

NJ-Based Trader Previously Sanctioned by UK FCA, CFTC and CME Indicted in Chicago for Same Spoofing Offenses - New Jersey resident Michael Coscia, the prior manager and sole owner of Panther Energy Trading LLC, was...more

Cyber Liability Insurance: Where’s the Beef?

“Cyber liability insurance” is often used to describe a range of insurance policies, in the same way that the word cyber is used to describe a broad range of information security related tools, processes and services....more

Why Worry About a Little Skimmer?

Merchants—rightfully so—are worried about securing their payment card environments so that their name does not appear in a headline discussing how millions of cards were stolen from them. Faced with the challenge of...more

Corporate Liability: The Italian Supreme Court Extends The Scope Of Application Of Legislative Decree N. 231/2001

The Italian Supreme Court has reconsidered the possibility of applying Legislative Decree No. 231/2001 (the “Decree”) not only to the offence of conspiracy, but also to the so-called target offences of a criminal organisation...more

Blecker: GM Recalls Show Need for Harsher Penalties for "Red Collar" Criminals [Video]

July 1, 2014 (Mimesis Law) -- Robert Blecker, professor of law at New York Law School, talks with Lee Pacchia about the recently released internal investigation into the failure to report a problem with ignition switches on...more

Cyber-Security Corporate Governance: Three Essential Steps To Form A Cyber-Security SWAT Team

Last year, Canadian Lawyer InHouse Magazine posed the question, "Should in-house counsel be asking more questions about the strength of their company's cyber systems…" and they cited the Association of Corporate Counsel 2012...more

Biotronik A.G. v. Conor Medsystems: Be Sure to Expressly Exclude Lost Profits in Drafting New York Law Contracts

On March 27, 2014, the New York Court of Appeals held that a provision excluding both parties' liability for consequential damages would not preclude recovery of lost profits that the court found were the direct and probable...more

GM Recall — Bad Switches, Bad Relations, Bad Acts

Why is GM in so much trouble? Is it just about bad switches or improperly operating air bags; recalls of millions of vehicles? Isn’t about more than that? Isn’t it really about corporate attitude, corporate responsibility and...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

DOJ Confirms, Once Again, That Compliance Plans Really Do Matter

DOJ Confirms, Once Again, That Compliance Plans Really Do Matter - On Thursday, March 20, 2014, Acting Assistant Attorney General Mythili Raman confirmed an inescapable truth regarding both corporate governance and...more

Recent Case Advances Ninth Circuit Law on Pleading Diversity of Citizenship on Information and Belief

Insurers frequently file coverage actions in federal court, and when they do, jurisdiction is often predicated on diversity. Pursuant to 28 U.S.C. § 1332(a), a federal district court has original jurisdiction of a civil...more

The Corporate Veil Can Easily Slip, Even After a Judgment

On December 31, 2013, the California Court of Appeal, Second Appellate District, issued an opinion making it easier to find business owners personally liable for a judgment entered against their limited liability entity –...more

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