Corporate Officers

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Compliance Program Effectiveness Requires Accountability

A compliance program requires accountability. You can have ethics and you can have compliance policies, procedures and all the bells and whistles, but someone has to be accountable....more

More “Broken Windows”: SEC Charges Schedule 13D Filers with Disclosure Violations for Failing to Update Ownership Reports

When a significant stockholder in a publicly-held company is considering plans to take the company private, how soon must the stockholder disclose those plans in a Schedule 13D filing?...more

SEC Charges Insiders for Failure to Update Schedule 13D Disclosures

On March 13, the Securities and Exchange Commission charged eight officers, directors and major shareholders for failing to update material changes in their stock ownership disclosures on Schedule 13D in connection with...more

CorpCast Episode 2: Advancement 101 [Video]

We’re back with the second episode of CorpCast, Morris James LLP’s podcast discussing Delaware corporate and commercial law and practice. In “Advancement 101,” we discuss the fundamentals of advancement actions in Delaware’s...more

SEC Awards $500K to Company Officer Whistleblower

On Monday, March 2, the Securities and Exchange Commission (SEC) announced that it will award between $475,000 and $575,000 to a corporate officer who reported “high quality, original information” about a securities fraud....more

SEC Charges 13D Filers With Failure to Disclose Going Private Plans

It’s well known that Federal securities laws require beneficial owners to promptly file an amendment when there is a material change in the facts previously reported by them on Schedule 13D, commonly referred to as a...more

Chancery Enjoins Board in Potential Stockholder Dilution Scheme

Directors and officers of struggling corporations seeking capital or startups willing to trade equity for cash should read the Delaware Court of Chancery's recent transcript ruling in Elite Horse Investments Ltd. v. T3...more

Act 31/2004, Amending The Companies Act (“Ley De Sociedades De Capital”) - Improvement of Corporate Governance

Act 31/2014, of 3 December, amending the Capital Companies Act for the improvement of corporate governance, as published in the Official State Gazette (BOE) of 4 December 2014, has introduced significant changes in Spanish...more

Responsibility, Accountability and the FCPA Institute in Houston

What is accountability in your compliance program? How does it relate to responsibility for a company to prevent, detect and remediate any issues that might arise under a Foreign Corrupt Practices (FCPA) compliance program?...more

OSC Affirms Breadth of Inter-Jurisdictional Enforcement Power, Limits on Sanctions in Conrad Black Case

The recent decision in Re Conrad M. Black et al. illustrates how the Ontario Securities Commission (OSC) will use its inter-jurisdictional enforcement authority to impose sanctions relating to conduct in other jurisdictions...more

Show Me The Money: Yes, Even Corporate Officers Can Collect Dodd-Frank Bounty Awards

On March 2, 2015, the SEC announced a whistleblower bounty award of between $475,000 and $575,000, its 15th under the Dodd-Frank whistleblower program. While the SEC’s order is scant on detail, it does disclose that the award...more

Protections for CCOs from Wrongful Termination

This week the Houston Texans unceremoniously cut the franchise’s greatest player in its short history, receiver Andre Johnson. This was after his being hauled into the office of the head coach and being told that he would...more

Will You Blow The Whistle Or Should I? The SEC Grants An Award to a Whistleblower Who Learns of Fraud From Another Employee.

Last week, the Securities and Exchange Commission announced an award payout of between $475,000 and $575,000 to a former company officer who reported information about an alleged securities fraud. While this is by no means...more

Directors of Nonprofit Held Financially Liable for Relying on Incompetent Officers and Lack of Oversight

In a striking decision earlier this year, the 3rd Circuit Court of Appeals affirmed a jury’s findings of liability for breach of fiduciary duties and ‘deepening insolvency,’ and the award of $2.25 million in compensatory...more

FBI Warns Against Fraudulent E-mail Scheme

Companies should take notice of a new fraud scheme that has been making the rounds, targeting businesses that regularly make wire transfers. Known as the "Business E-mail Compromise," or BEC, this scam targets employees...more

Federal Appellate Court Ruling Sounds the Liability Alarm for Officers and Directors of Struggling Health Care Providers – Both...

Last month, the United States Court of Appeals for the Third Circuit issued an important, 28-page opinion that confirmed a jury verdict, holding former officers and directors of a not-for-profit health care provider in...more

First SEC Whistleblower Award To Former Company Officer

On March 2, 2015, the SEC announced an expected award of $475,000 to $575,000 to a former company officer “who reported original, high-quality information about a securities fraud that resulted in an SEC enforcement action...more

Corporate Board Responsibility for Compliance

You can talk all you want about the importance of “tone-at-the-top.” People use that term all the time and everyone nods their heads in agreement. But what is the “top”? Is it the CEO? Is it senior executives? Is it the...more

Does Former Officer Have An Obligation To Turn Over Whistleblower Award?

Monday, the Securities and Exchange Commission announced “a whistleblower award payout between $475,000 and $575,000 to a former company officer who reported original, high-quality information about a securities fraud that...more

SEC Proposes Disclosure Rule for Hedging Transactions by Directors, Officers and Employees

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) issued a proposed rule that, if adopted, would require public companies to disclose in annual proxy statements whether their employees and board members...more

Homebuilder Series Webinar: Fiduciary Duties & Auditor Liability [Video]

Watch an in-depth Homebuilder Series webinar that discusses auditor liability and fiduciary duties. Two issues of recurring interest to company officers and directors are the potential liabilities of outside...more

Board Oversight of Cyberrisks: Directors and Officers Litigation

The duty of a board to monitor and oversee organizational risk includes cyberrisks. As cyberrisks and incidents proliferate, boards are seeking to enhance the information they receive about cyberrisks and incidents. One...more

"SEC Proposes New Rules on Hedging Policy Disclosures"

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) released proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank). Dodd-Frank amended Section...more

How Recent Fiduciary Duty Cases Affect Advice To Directors And Officers Of Delaware And Texas Corporations

The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated party transactions,...more

Shareholder’s Challenge to Smith & Wesson SLC’s Independence Misfires in the First Circuit

On February 4, 2015, the First Circuit affirmed the summary dismissal of a shareholder derivative suit, which brought Nevada state claims for breach of fiduciary duty, waste of corporate assets, unjust enrichment, and...more

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