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Corporate Officers

Mintz - Venture Capital & Emerging Companies...

Essential Annual Actions for Start-up Boards

As a founder of a start-up, you have your hands full, and the end of your start-up’s fiscal year can sneak up on you. But, as the year-end approaches, you should be mindful of a few key actions your start-up board will want...more

Bennett Jones LLP

Delaware Courts Confirm High Standard for Breach of Oversight Duty Applies Equally to Officers and Directors

Bennett Jones LLP on

In the United States, corporate directors and, as confirmed by the Delaware Court in McDonald’s Corp. Stockholder Derivative Litigation (McDonald), corporate officers owe, as a subset of their duty of loyalty, a duty to...more

Allen & Overy LLP

Former Chief Executive of bank fined for failing to take “reasonable steps”

Allen & Overy LLP on

The UK Prudential Regulation Authority (PRA) has fined the former CEO of Wyelands Bank GBP118,808 for various regulatory breaches, including that he failed to take reasonable steps to ensure the business for which he was...more

Allen Matkins

What Exactly Must A Board Approve When It Approves A Merger?

Allen Matkins on

Last Friday, John Jenkins wrote about another momentous ruling by Chancellor Kathaleen St. J. McCormick.  In Sjunde AP-Fonden v. Activision Blizzard, Inc., 2024 WL 863290 (Del. Ch. Feb. 29, 2024), she ruled...more

McDermott Will & Emery

Delaware Court Invalidates Stockholder Agreement Governance Provisions

In holding that certain provisions within the stockholder agreement of a Delaware corporation are invalid under the Delaware General Corporation Law (DGCL), the Delaware Court of Chancery has created a framework for...more

Allen Matkins

For How Long Is That Proxy Valid?

Allen Matkins on

Section 705(a) of the California Corporations Code provides that no proxy is valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy.  This is a reflection of the fact that proxies...more

Allen Matkins

Does Delaware Have Personal Jurisdiction Over Controlling Stockholders?

Allen Matkins on

Delaware Chancellor Kathaleen St. J. McCormick's decision to set aside Elon Musk's multibillion dollar compensation package with Tesla, Inc. has garnered widespread in the general and legal press.  Tornetta v. Musk, 2024 WL...more

Allen Matkins

What Are The Damages?

Allen Matkins on

In yesterday's post, I discussed Vice Chancellor J. Travis Laster's recent ruling in Palkon v. Maffeii, 2024 WL 678204 (Del. Ch. Feb. 20, 2024).  The case concerned a challenge to the proposed redomestications of TripAdvisor,...more

Farrell Fritz, P.C.

The Flexible “For Cause” Standard for Director and Officer Removal

Farrell Fritz, P.C. on

Sections 706 (d) and 716 (c) of the Business Corporation Law (the “BCL”) both contain a “for cause” standard for judicial removal of corporate directors and officers. Complaints with claims for judicial corporate director and...more

Holland & Knight LLP

Top Challenges in the Fight Against Corruption in Mexico in 2024

Holland & Knight LLP on

Mexico’s Transparency International Corruption Perception Index (CPI) was published on Jan. 30, 2024. It aims to annually evaluate countries regarding the level of corruption perceived in the public sector. The CPI evaluates...more

BCLP

Personal Matters - How will the risks to firms from individuals’ behaviour increase in 2024?

BCLP on

Financial regulators in the UK have been interested for some years in the question of how personal behaviour can affect the risk profile of a financial institution. A recent SEC case suggests that US regulators may now be...more

Holland & Knight LLP

The Apex Doctrine in Florida Courts: Protecting Corporate Officers from Depositions

Holland & Knight LLP on

The Florida Supreme Court on Aug. 26, 2021, amended the Florida Rules of Civil Procedure to codify the apex doctrine and "protect high-level corporate officers from the risk of abusive discovery, while still honoring opposing...more

Allen Matkins

Can The California Attorney General Enforce The Inspection Rights Of Stockholders And Directors Of Delaware Corporations?

Allen Matkins on

The California General Corporation Law expectedly grants inspection rights to shareholders and directors of California corporations.  Unexpectedly (at least to practitioners outside California), the GCL extends those rights...more

Farrell Fritz, P.C.

Out of Control! What the Elon Musk Compensation Case Reminds Us about Transactions with Controlling Stockholders

Farrell Fritz, P.C. on

Process still matters.  That’s the main takeaway from the Delaware Court of Chancery’s 200-page opinion striking down Tesla’s 2018 incentive package awarded to Elon Musk.  The court rescinded the incentive package mainly...more

Seward & Kissel LLP

SEC Provides Guidance on Determining Investment Company Status in SPAC Rule Release

Seward & Kissel LLP on

Who may be interested: Registered Investment Companies, SPACs, Investment Advisers Quick Take: Following a 3-2 vote, the SEC adopted final rules to enhance disclosure and provide additional investor protections in IPOs by...more

KPMG Board Leadership Center (BLC)

Directors Quarterly: January 2024

Taking stock, looking ahead - The start of a new year is an important opportunity for boards to take a step back and reassess their agendas to help ensure that they are appropriately focused on the most critical issues for...more

Wilson Sonsini Goodrich & Rosati

2023 Delaware Corporate Law and Litigation Year in Review

Wilson Sonsini is pleased to present the 2023 Delaware Corporate Law and Litigation Year In Review. In 2023, the Delaware courts issued many decisions addressing an array of important topics, including director and officer...more

Bradley Arant Boult Cummings LLP

FTC Announces 2024 Hart-Scott-Rodino Threshold and Filing Fee Adjustments

The Federal Trade Commission (FTC) has announced the annual revisions to the monetary thresholds that determine whether companies are required to notify federal antitrust authorities about a transaction under the...more

Guidepost Solutions LLC

Will your Due Diligence Program Meet the New DFS Requirement?

The final guidance, issued by DFS on January 22, 2024, requires “regular and rigorous” vetting of key personnel at banking organizations and non-depository institutions. It is clear, that DFS is focused on enhanced scrutiny...more

Fenwick & West LLP

Delaware Supreme Court Clears Path for Officer Exculpation in Multi-Class Corporations

Fenwick & West LLP on

On January 17, 2024, the Supreme Court of Delaware upheld the Delaware Chancery Court’s decision in In re Fox Corp./SNAP Inc. Section 242 Litigation, which held that corporations with a multi-class voting structure did not...more

Robins Kaplan LLP

Considerations for D&O Insurance in Light of the Changing Diversity, Equity, and Inclusion (DEI) Legal Landscape

Robins Kaplan LLP on

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

Allen Matkins

Is The General Counsel Ipso Facto A Corporate Officer?

Allen Matkins on

One difficulty of answering the question of whether a general counsel is a corporate officer is that the California General Corporation Law does not define "officer".  Corporations Code Section 312(a) requires a corporation...more

Smith Anderson

Public Companies Update: Reminders for the 2024 Form 10-K and Proxy Statement Filing Season

Smith Anderson on

In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting...more

Wilson Sonsini Goodrich & Rosati

Delaware Supreme Court Affirms Important Ruling for Multi-Class Companies Concerning Class Votes

On January 17, 2024, the Delaware Supreme Court issued a significant decision affirming that the Delaware General Corporation Law (the DGCL) does not require companies with multiple classes of common stock to obtain separate...more

Levenfeld Pearlstein, LLC

What Troubled Company Fiduciaries Need to Know About the Corporate Transparency Act – Sooner Rather Than Later

January 1, 2024, was a milestone for small businesses and their owners, as well as bankruptcy trustees, receivers, and chief restructuring officers (“CRO” and collectively, “Troubled Company Fiduciaries”) of small businesses...more

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JD Supra Privacy Policy

Updated: Dec 28, 2021:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at www.jdsupra.com) (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

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Collection of Information

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We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

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How is your information shared?

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How We Protect Your Information

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Children's Information

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Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
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You can make a request to exercise any of these rights by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to privacy@jdsupra.com. We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to privacy@jdsupra.com.

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at: privacy@jdsupra.com.

JD Supra Cookie Guide

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How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

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Controlling and Deleting Cookies

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Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

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