News & Analysis as of

Corporate Officers

How to Keep it Brief: The No. 1 Secret to Shortening Your Meetings

No one likes sitting in a meeting any longer than necessary. So here’s the best kept secret for shortening a meeting: bypass debate on non-controversial motions. ...more

Court Declines To Impose Alter Ego Liability On LLC’s President

by Allen Matkins on

In general, the debts, obligations, or other liabilities of a California limited liability company do not become the debts, obligations, or other liabilities of a member or manager solely by reason of the member acting as a...more

Restructuring and Insolvency Bulletin Issue 1 - 2017: United States: D&O Insurance Policies – a cautionary tale: the Peril of...

by Dechert LLP on

Directors and officers (D&Os) of troubled companies should be highly sensitive to D&O insurance policies with Prior Act Exclusion. While policies with such exclusion may be cheaper, a recent decision by the U.S. Court of...more

English Court Rejects Jersey Company Directors' Limitation Defence

by Sedgwick LLP on

Although the Jersey Courts have never ruled definitively on the limitation period applicable under Jersey law to claims against directors and officers of Jersey companies, the English High Court has recently held in the case...more

Personal Liability Under Canada's Anti-Spam Law

by Bennett Jones LLP on

Under Canada's Anti-Spam Law (CASL) not only may a corporation that fails to comply be liable to pay a monetary penalty but personal liability may also arise. Section 31 provides that "An officer, director, agent or mandatary...more

Exculpatory Provisions Under Delaware Law: Say What You Mean And Mean What You Say

Exculpation provisions in operating agreements must be carefully crafted in order to protect members, managers, directors and officers for breaches of fiduciary duties...more

Court Reverses Summary Judgment For Directors Because They Could Not Consent To Their Own Breaches of Fiduciary Duty

by Winstead PC on

In Corley v. Hendricks, three individuals (Gaylen, Dan, and Corley) operated a business as shareholders, officers, and directors. No. 02-16-00293-CV, 2017 Tex. App. LEXIS 3846 (Tex. App.—Fort Worth April 27, 2017, no pet....more

Officers and Directors of Corporations Can Breathe a Little Easier - Good Faith Presumption is Now Law in Georgia

by Miller & Martin PLLC on

In response to FDIC v. Loudermilk, 295 Ga. 579 (2014), the Georgia Legislature enacted and Governor Deal signed into law HB192, which went into effect on July 1, 2017. The law is designed to protect decisions made by officers...more

A Field Guide To Distinguishing Directors From Officers

by Allen Matkins on

A colleague who is not a corporate lawyer recently noted that in common parlance directors and officers are often simply lumped together as the “same thing”. He suggested that I devote a post to a primer on the differences...more

A Primer To Covering Your Personal Assets As A Director Or Officer

by GB&A Insurance on

For directors and officers considering a seat in the c-suite, the prospect of having your personal assets exposed can be a scary one. Before accepting that seat, it's important to understand how/when your assets could come...more

Changes in Georgia’s Law on Director Duties

by Bryan Cave on

On July 1, 2017, significant amendments to the director and officer liability provisions of Georgia’s Financial Institution Code and Business Corporation Code will take effect. These amendments, adopted as House Bill 192...more

2017 Legislative Changes to the Florida Condominium Act

On June 26, 2017, Governor Scott approved House Bill 1237, changing or amending a number of statutes regulating condominium associations. These statutes address conflicts of interest and access to official records, changes...more

US Supreme Court Holds that 3-Year Time Limit to Challenge Registration Statements Cannot Be Tolled, Precluding Opt-Out Plaintiffs...

by Dechert LLP on

Officers, directors, and underwriters frequently become targets of securities fraud litigation after a public offering. In a landmark case decided yesterday, the U.S. Supreme Court provides defendants with another tool to...more

Western District Of Washington Allows Securities Fraud Action To Proceed Against Biopharmaceutical Company And Its Senior Officers...

by Shearman & Sterling LLP on

On June 14, 2017, Judge Ricardo S. Martinez of the United States District Court for the Western District of Washington denied a motion to dismiss a putative securities fraud class action against Juno Therapeutics, Inc....more

SFO Criminally Charges Barclays, 4 Executives Tied to Market Crisis

by Dorsey & Whitney LLP on

Judge Roy Bean was known as a hanging judge. A saloon-keeper and justice of the peace he called himself the law west of the Pecos. ...more

Delaware Chancery Court Dismisses Caremark Claim For Failure To Adequately Allege That The Board Consciously Disregarded FCPA...

by Shearman & Sterling LLP on

On June 16, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery dismissed breach of fiduciary duty and other claims brought derivatively against the directors and former chief financial officer of...more

What Are The Reporting Obligations Under Section 16?

by Sullivan & Worcester on

Most in-house counsel of public companies are very familiar with the reporting obligations required by the trifecta – Form 8-Ks, Form 10-Qs and Form 10-Ks – but they oftentimes rely on outside counsel to help determine...more

Is It A Breach Of Fiduciary Duty To Fail Or Refuse To Conform To Delaware’s Judicial Decisions Or Practices?

by Allen Matkins on

The answer to this question in Nevada may soon be an unequivocal “no”. Last week, the Nevada Legislature unanimously passed SB 203 and sent it to Governor Brian Sandoval for signature. Among other things, Section 2 of SB...more

Officer and director checklist: Complying with the global reach of the New York Department of Financial Services Cybersecurity...

by White & Case LLP on

The New York State Department of Financial Services (NYDFS) issued Cybersecurity Requirements for Financial Services Companies (the "Cybersecurity Regulation") effective March 1, 2017. The regulation imposes tight compliance...more

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

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