News & Analysis as of

Corporate Officers

Georgia Governor Signs into Law Revisions to Business Judgment Rule, Codifying Protections for Banking and Corporate Officers and...

On Tuesday, Governor Nathan Deal signed into law a change to Georgia’s business judgment rule. The legislation, which was supported by the Georgia Bankers Association and the Georgia Chamber of Commerce, purports to modernize...more

Defendants in Stock Purchase Indemnification Action Entitled to Advancement under Bylaws

In Davis et al v. EMSI Holding Co., the Delaware Court of Chancery held that officers and directors of an acquired company were entitled to advancement under the acquired Company’s by-laws for expenses incurred in defending...more

Corporate Governance in The Trump Era: A Note of Caution

by WilmerHale on

The past decade or so has been a challenging time for publicly held companies, particularly those in the financial sector. Since 2008, banks and financial services firms have been the subject of an aggressive effort by the...more

The Responsible Corporate Officer Doctrine in the Wake of DeCoster

Executive Summary: The most important Park doctrine case in over forty years may be heading to the Supreme Court – but not if the federal government has its way. The Responsible Corporate Officer doctrine (“RCO doctrine”),...more

New York Cyber Regulations Likely to Result in Increased Claims

by Wilson Elser on

The New York State Department of Financial Services (NYDFS) recently promulgated cyber regulations for financial institutions that are likely to increase the risks to directors & officers (D&Os), resulting in an increase in...more

Navigating Yates Memo Minefield and Broadening of Excess Side-A DIC D&O Insurance Policies

by Perkins Coie on

Former Deputy Attorney General Sally Yates issued a memorandum (the Yates Memo) in September 2015 setting forth guidance on how the U.S. Department of Justice would handle future corporate investigations and, to the extent...more

Guidebook: Cybersecurity in the Pharma, Biotech, and Medical Devices Industries

by Foley & Lardner LLP on

As a life sciences or medical device company, it is mission critical to protect lab books, drug and clinical test data, product formulas and production processes that underlie your patents, trade secrets and know-how from...more

2016 Georgia Corporate and Business Organization Case Law Developments

by Bryan Cave on

The annual survey of decisions by state and federal courts in 2016 addressing Georgia corporate and business organization issues is now available. This survey covers the legal principles governing Georgia businesses,...more

Financial Services Quarterly Report - First Quarter 2017: Hong Kong’s New Requirements for “Senior Management” of Fund Managers...

by Dechert LLP on

The Securities and Futures Commission of Hong Kong (SFC) recently introduced the “Senior Management Accountability Regime” (regime), in an effort to make senior managers (particularly those who are not already designated as...more

Brooklyn Supreme Court Recognizes Private Right of Action for Not-for-Profit Employees under New York Nonprofit Revitalization Act...

Not-for-Profit Corporation Law (“NPCL”) § 715-b, enacted as part of the New York Nonprofit Revitalization Act, requires New York not-for-profit corporations with 20 or more employees and annual revenue in excess of $1 million...more

Start-up Shareholders, Directors, and Officers: Role Reversal? Role Confusion?

by Bryan Cave on

When companies are in their earliest stages, the founders and advisors often serve the company as shareholders, directors, and officers. However, each role has distinct responsibilities and it is important for founders to be...more

Corporate Law & Governance Update - March 2017

by McDermott Will & Emery on

Executive Compensation Developments - The general counsel should anticipate questions from the board and its executive compensation committee from recent media coverage of executive compensation (especially in the...more

Directors, Officers and Other Responsible Persons Be Aware - Your Vicarious Liability for Your Company’s Violations of Securities...

by Dechert LLP on

A debtor ordinarily may discharge debts in bankruptcy, unless one of several exceptions apply. One of the preclusions to dischargeability of certain debts, found in Section 523(a)(19) of the U.S. Bankruptcy Code, generally...more

Professor Bainbridge On My “Beef” With Gantler v. Stephens

by Allen Matkins on

Professor Stephen Bainbridge yesterday provided a well considered assessment of my “beef” with the Delaware Supreme Court’s holding in Gantler v. Stephens, 965 A.2d 695, 709 (Del. 2009) that “the fiduciary duties of officers...more

Why An Understanding Of Officers As Agents May Be Important

by Allen Matkins on

In several recent posts, I have noted that officers, unlike directors, are agents of the corporation. Recognizing the agency status of officers can affect the legal analysis in a number of significant ways, including...more

What The Delaware Supreme Court Overlooked In Gantler v. Stephens

by Allen Matkins on

I have never been reconciled to the Delaware Supreme Court’s pronouncement in Gantler v. Stephens, 965 A.2d 695, 709 (Del. 2009) that “the fiduciary duties of officers are the same as those of directors”. Officers are, as...more

How Effective is Your Corporate Compliance Program?

On February 8, the Fraud Section of the United States Department of Justice (DOJ) posted on its website a document entitled “Evaluation of Compliance Programs” (the “Guidance”). This is the first formal guidance issued by the...more

Bass, Berry & Sims Releases Securities & Shareholder Litigation 2017: A Look Ahead

by Bass, Berry & Sims PLC on

Bass, Berry & Sims PLC announces the release of its annual "Securities & Shareholder Litigation 2017: A Look Ahead," a high-level report that covers recent developments and offers best practices for the year ahead. The newly...more

Executive Compensation and Benefits Alert: Nuisance Plaintiffs Pursue Novel Theories to Exact Section 16 Settlements

The so-called “short-swing profit rule” under Securities Exchange Act Section 16(b) generally prohibits officers and directors as well as 10 percent shareholders of a U.S. public company from profiting from any purchase or...more

Officers And The Business Judgment Rule

by Allen Matkins on

Last weekend I attended a symposium at the UCLA School of Law entitled “Can Delaware Be Dethroned? Evaluating Delaware’s Dominance of Corporate Law”. The event, organized by ever erudite Professor Stephen Bainbridge,...more

Defining the Role of a Board Chair

The prior Family Business Advocates blog post provided an overview of the different legal roles that shareholders, directors, and officers play in the intersection of ownership and management of a company, but how does a...more

Hong Kong Email Wire Fraud Epidemic - How to retrieve funds and prevent wire fraud

by Dorsey & Whitney LLP on

Over the Lunar New Year period, we observed a spate of email wire frauds (or ‘business email scams’) which involve funds being wired internationally to bank accounts in Hong Kong. The amounts transferred vary from a few...more

Prison sentence for avoiding English freezing and disclosure order

by DLA Piper on

The English Court has made an order sentencing the director and shareholder of a company operating from China to 18 months' imprisonment for failing to comply with a disclosure order made ancillary to a Worldwide Freezing...more

Defining Foreign Private Issuers: Are You a Wizard or a Muggle?

by Latham & Watkins LLP on

Companies defined as “foreign private issuers” enjoy a number of important advantages under special SEC rules and accommodations. Key Points: ..A company must pass one of two tests to qualify as an FPI....more

Higher Filing Thresholds for HSR Act Premerger Notifications and Interlocking Directorates Announced

1. Higher Thresholds For HSR Filings - On January 19, 2017, the Federal Trade Commission announced revised, higher thresholds for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The...more

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Cybersecurity

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