Corporate Officers

News & Analysis as of

Federal Court Rules “Mere Affiliation” Is Insufficient To Establish Personal Jurisdiction

Nearly four years ago, I wrote about a Nevada Supreme Court decision holding that Nevada courts can exercise personal jurisdiction over nonresident officers and directors who directly harm the corporation. Consipio Holding,...more

SEC Charges Biotech Company and Its Officers with Misleading Investors by Failing to Disclose FDA Concerns and Recommendations

On March 29, 2016, the Securities and Exchange Commission (SEC) announced charges against a biotech company and three of its officers for securities fraud. The company has agreed to pay $4 million to resolve the charges...more

Dealing with Email Fraud? These Simple Steps Can Recover Assets in an Emergency

According to the FBI, there has recently been a significant spike in email fraud, costing businesses billions in the last two years – with a significant portion of these funds landing in Hong Kong bank accounts. If your...more

Hazout v. Tsang Mun Ting, No. 353, 2015 (Del. Feb. 26, 2016) (Strine, C.J.)

In this decision, the Delaware Supreme Court rejected a long line of judicial decisions that had significantly limited the circumstances in which Delaware courts could exercise personal jurisdiction over nonresident directors...more

Saudi Arabia Update - March 2016

Legal developments - Company directors and executives should be aware - As we have described in previous updates, Saudi Arabia has adopted a new companies law that will take effect as of 2 May 2016 (the New...more

SEC Imposes Penalties on Company and Officers for Inadequate Staffing in Accounting Department

Highlights - The SEC settled charges against Magnum Hunter Resources Corporation and two of its officers for deficient oversight of the company’s internal controls over financial reporting, resulting in fines of...more

2016 IPO Report

Our 2016 IPO Report offers a detailed analysis of, and outlook for, the IPO market, plus useful IPO market metrics. We look at rates of adoption of JOBS Act relief by emerging growth companies, and recent FAST Act amendments...more

2015 Georgia Corporation and Business Organization Case Law Developments

This survey covers the legal principles governing Georgia businesses, their management and ownership. It catalogs decisions ruling on issues of corporate, limited liability company and partnership law, as well as transactions...more

The State of Capitalism in the 21st Century

On February 1, 2016, K&L Gates LLP, The Washington Times and the U.S. Chamber of Commerce held a symposium entitled “Capitalism in the 21st Century.” The event explored emerging corporate governance considerations such as...more

D&O Insurance – Do I Need It?

If you do a Google search for D&O insurance, you’ll find plenty of articles from prospective insurance providers and agents urging you to get D&O insurance for your privately held company. In some cases, the company has a...more

OCC Announces Shift in Enforcement Policy: Increased Focus on Internal Risk Management and Personal Liability of Bankers

The Office of the Comptroller of the Currency, the primary federal regulator for most large banks, recently issued a new policy on agency enforcement actions seeking civil money penalties against institutions and individuals....more

Court Holds That An Officer Can Negotiate New Employment Without Breaching Fiduciary Duties

In Great American Food Chain, Inc. v. Andreottola, a corporate officer and director negotiated and accepted employment with a competitor while still employed with his prior employer. No. 3:14-CV-1727-BK, 2016 U.S. Dist. LEXIS...more

Delaware Supreme Court Expands Personal Jurisdiction Over Directors and Officers

Contrary to notions held by Delaware practitioners for decades, the Delaware Supreme Court held in Hazout v. Tsang, No. 353, 2015 (Del. Feb. 26, 2016), that a non-resident officer of a Delaware corporation is subject to...more

Government’s Penn State Investigation Produces Lessons for In-House Counsel

The fallout at Penn State University in the wake of the Jerry Sandusky child-sexual-abuse scandal, including the victims’ suffering, Sandusky’s criminal conviction, the firing and subsequent death of legendary Coach Joe...more

Court Of Chancery Denies Advancement Until Undertaking Executed

This decision states what should be obvious — you do not get your expenses advanced until you undertake to repay them if you lose....more

Will Your Corporation Be Required To Designate “Corporate Law Enforcement Contact”?

Before seeing AB 1993 (Irwin), I had not come across the concept of a “corporate law enforcement contact”. The bill, which was introduced last month, doesn’t exactly say what a corporate law enforcement contact’s...more

Delaware Supreme Court Clarifies Director/Officer Implied Consent Statute and Rejects Hana Ranch

Rejecting the Court of Chancery’s narrow reading of the director/officer implied consent statute in Hana Ranch, Inc. v. Lent, 424 A.2d 28, 30 (Del. Ch. 1980), an interpretation that had been followed by lower courts for...more

Bill Threatens To Yank Qualification Upon Any Change In Management

Sometimes, I run across bills that seem to defy rational explanation. AB 2610 (Holden) appeared to be one such bill. Under the California Corporate Securities Law of 1968, the offer and sale of securities must be...more

Business Litigation Reporter - February 2016

Confidentiality Agreement Must be Expressly Preserved in New Employment Agreement. The decision in Meschino v. Frazier Industrial Co., 2015 WL 7295463, at *1 (D. Mass. Nov. 18, 2015) (Stearns, J.), underscores that an...more

The Justice Department’s Yates Memorandum and Three Tips for Government Contractors to Manage the Risks

The Department of Justice (“DOJ”) is setting its sights on individual accountability for corporate wrongdoing. That is the message that DOJ has been promoting following the recent internal memorandum issued by Deputy Attorney...more

Related Party Transactions under PCAOB AS 18 Audits: Experiences from the First Year

The 2015 audit was the first one for most companies under the PCAOB’s Auditing Standard 18, Related Parties. This Auditing Standard created new and expanded audit procedures for related party transactions; significant unusual...more

Certification: A New Yates Memo Requirement?

On February 4, the Wall Street Journal reported that the DOJ’s Fraud Section will now require companies to certify that they have “fully disclosed all information about individuals involved in wrongdoing before finalizing a...more

Private Email Woes Infect The Private Sector

Vice Chancellor J. Travis Laster’s ruling in Amalgamated Bank v. Yahoo!, Inc., C.A. No. 10774-VCL (Del. Ch. Feb. 2, 2016) should sound a tocsin to directors that their “private” emails may not be so private. The ruling...more

Golden Parachute Tax Terror

Smith Anderson's tax group is now offering complimentary presentations. This webinar will provide an introduction to the tax rules related to certain payments to insiders triggered by a change in control of a corporation...more

Corporate Governance Considerations in Light of the Yates Memo

Last fall, United States Deputy Attorney General Sally Yates released a memorandum titled “Individual Accountability for Corporate Wrongdoing.” The “Yates Memo” is the latest installment in a series of prosecution guidelines...more

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