Corporate Officers

News & Analysis as of

Will the “Yates Memo” Impact Maryland State Prosecutions?

“SEC. 3. (a) The Attorney General shall: (1) Prosecute and defend on the part of the State all cases pending in the Appellate Courts of the State, in the Supreme Court of the United States or the inferior Federal Courts,...more

The Yates Memo: A New DOJ Investigative Approach - Update

Since at least the market crisis there has been a clamor to convict senior corporate officials of federal felonies – or at least name them in a civil law enforcement action by the SEC or another agency. For years the...more

The Yates Memo – A Warning to Execs and Employees: Effects of Expanding the DOJ’s Efforts to Combat Corporate Wrongdoing and Hold...

“The buck needs to stop somewhere where corporate misconduct is concerned,” said Attorney General Eric Holder in a September 17, 2014 speech to NYU School of Law. He went on to say that “corporations are structured to blur...more

The Small Business, Enterprise and Employment Act 2015

The Small Business, Enterprise and Employment Act 2015 (the ‘Act’) received Royal Assent on 26 March 2015 and its implementation will change a number of aspects of company law over the next 18 months. In June, Reed Smith...more

Pay Attention to the Man Behind the Curtain: DOJ Memorandum Adds Further Weight to CPSC Enforcement Efforts Against Corporate...

The United States Department of Justice (DOJ) recently issued a memorandum to various enforcement agencies. The memorandum, available here, focuses on holding individuals accountable for corporate fraud and misconduct. The...more

Florida District Court Affirms Bankruptcy Court Bar Order In Favor Of Former Ds & Os

On September 24, Southern District of Florida District Court Judge James I. Cohn issued an opinion affirming an order approving the settlement of a debtor’s breach of fiduciary duty, corporate waste, and mismanagement claims...more

New Temporary Regulations Narrow the Application of the Subpart F Active Rents and Royalties Exception

On September 2, 2015, the U.S. Department of the Treasury (Treasury) and the Internal Revenue Service (IRS) issued Temporary Regulation § 1.954-2T concluding that third party arrangements cannot be taken into account for...more

Department Recommences Responsible Party Assessments

When the Department of Revenue transitioned trust fund taxes to its “new” integrated computerized tax system last November, it temporarily suspended the issuance of responsible party assessments. In its most recent PA Tax...more

Fourth Circuit: Business Judgment Rule May Not Protect Bank Officers in FDIC Action

Why it matters - Bank officers may be liable in a lawsuit brought by the Federal Deposit Insurance Corp. (FDIC) while the directors escaped liability, in a new ruling from the Fourth Circuit Court of Appeals interpreting...more

Legal Considerations in Businesses’ Disaster Planning

In the last decade, Disaster Recovery (“DR”) and Business Continuity Planning (“BCP”) have become “hot” topics, as companies attempt to deal with disasters and the associated business risks. “Force majeure” is a legal concept...more

Bridging the Week - September 2015

Alleged Flash Crasher's Formal Indictment Provides More Details Regarding His Purported Spoofing - The US Department of Justice filed a formal indictment against Navinder Singh Sarao in a US federal court in Chicago on...more

US Department Of Justice Targets Corporate Individuals

DOJ announces tough new approach to the investigation and prosecution of corporate officers and employees. On September 9, in a major change to its approach to the investigation of alleged corporate crime, the US...more

The Fundamental Distinction Overlooked By The SEC

Yesterday marked the close of the comment period on the SEC’s proposed incentive compensation clawback rules.  You can read my comments here.  The proposed rules are fundamentally flawed because the SEC failed to recognize...more

Executives Beware: DOJ’s New Policy Memo Signals Focus on Prosecuting Individuals

In light of the near-unbridled discretion of the U.S. Department of Justice (“DOJ”) to bring federal criminal charges, businesses and their leaders are wise to pay close attention to the prosecutor’s “playbook.” Sometimes...more

The Financial Report - Volume 14, No. 17 - September 2015 (US)

We all love to quote statistics when they tend to support whatever position we may be advocating. At the same time, however, we are often loath to take the time and effort to respond to surveys or provide information needed...more

Slowing Down the SEC Administrative Train

I am convinced that the law eventually reaches the “right” solution. There may be disastrous detours along the way, but in the end the law will adapt to reach the right result. Of course, our history is replete with instances...more

National Association of Bond Lawyers Releases Guidance on Municipal Securities Disclosure Policies

Issuers of municipal securities (including conduit borrowers) are required to comply with certain disclosure requirements when preparing official statements or other offering documents, submitting continuing disclosure...more

Superior Court Explains When Officer Is Liable For Tort

This decision explains well when a corporate officer may be personally liable for a business tort under the “personal participation doctrine.” Mere knowledge of wrongdoing is not enough, but active participation is also not...more

SEC Proposes Rules to Broaden Executive Compensation “Clawback” Policies Required by Dodd-Frank

In an effort to increase executive accountability and promote higher quality financial reporting, the Securities and Exchange Commission (the “SEC”) issued proposed Rule 10D-1 for comment on July 1, 2015. The SEC issued the...more

Activists in Your Boardroom - Planning for and Managing the New Dynamic

As shareholder activists continue to gain access to the boardroom with unprecedented frequency, it is more important than ever for executives and directors to be prepared for the possibility and have strategies in place to...more

Officers And The Internal Affairs Doctrine

My guess is that most attorneys would say that the duty of an officer to the corporation are governed by the law of the state of incorporation under the “internal affairs doctrine”.  As explained by the U.S. Supreme Court,...more

Our Picks for the August Top 10 Ethics and Compliance Articles You Don’t Want to Miss

With so many articles available every month, it’s possible that a few got buried in either your inbox or the depths of the blogosphere. But for professional growth (and a quick break from the daily grind), we all know it’s...more

Dodd-Frank and Executive Compensation — Where Are We Now?

The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) became federal law on July 21, 2010 to provide safeguards for consumers and increase transparency in the U.S. capital markets in response to public...more

Bank Boards and Corporate Officers Review your Policies and Procedures: Business Judgment Rule Protections May Be Loosening

A recent decision from the Fourth Circuit, Federal Deposit Insurance Corporation v. Rippy, No. 14-2078 (4th Cir. Aug. 18, 2015), may signal a weakening of the business judgment rule’s long-standing protections for corporate...more

Spain Sets a New Milestone with its Corporate Compliance Statute

As of July 1 of this year, Spain becomes the latest in a string of nations with a corporate compliance defense. Article 33 of Spain’s criminal code will provide an exemption from corporate criminal liability where the company...more

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