Corporate Officers

News & Analysis as of

D&O Discourse Authors Davis and Greene to File Amicus Brief in Omnicare Case

My partner Claire Loebs Davis and I are honored to be working with Washington Legal Foundation on a U.S. Supreme Court amicus brief in the Omnicare securities class action. Omnicare concerns what makes a statement of opinion...more

Offshore Fund-Related Litigation

Litigation against directors, officers and professional service providers, following the collapse of offshore funds and collective investment schemes such as Madoff and Weavering, continues to proceed in a variety of...more

Give Me That Old-Time Insider Trading

Recently I had a question that required me to review Don Langevoort’s comprehensive insider trading treatise. It got me thinking about the roots of insider trading law. Specifically, the pre-SEC, pre-10b-5 insider trading...more

Corporate Officers Becoming Liable for Negligent Acts Is Reconsidered

In July 2013, the decision of the Court of Appeals for the Federal Circuit (CAFC) was announced in United States v. Trek Leather, Inc. and Harish Shadadpuri, Case No. 2011-1527 (July 30, 2013). Harish Shadadpuri (Shadadpuri)...more

SEC Names Company, Eight Directors and Officers In Financial Fraud Actions

Since the market crisis enforcement officials have heard repeated calls to prosecute not just companies but high ranking corporate officials. While the Commission brought a series of market crisis actions against firms and...more

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

I. Introduction. 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...more

Federal Reserve Publishes Guidance on Managing Outsourcing Risk of Service Provider Relationships

The Federal Reserve recently added to the growing body of regulatory guidance on the topic of financial institution management of service provider outsourcing relationships by issuing its Guidance on Managing Outsourcing Risk...more

Minority Shareholder Rights in Virginia

In August 2012, Judge Jane Marum Roush, sitting by designation in the Circuit Court of Buckingham County, issued a comprehensive letter opinion in Colgate et al. v. The Disthene Group, Inc. The opinion reassessed a...more

D&O Questionnaire Update Forms For 2014

The SEC has adopted rules prohibiting “bad actors” from using Rule 506 after September 23, 2013 (the effective date of the rules), or if prohibited conduct occurred prior to the effective date of the rules, the prohibition...more

Delaware Chancery Court Permits Shareholder to Bring Fiduciary Claim for Board’s Violation of a Stock Incentive Plan

On November 8, the Delaware Chancery Court denied a motion to dismiss a derivative action brought by a shareholder of Healthways, Inc. against the company’s president, Ben Leedle, Jr., and the board of directors for approving...more

North Carolina Business Court Holds that Shareholders Cannot Directly Sue Officers and Directors in Merger Challenge

A recent decision by the North Carolina Business Court potentially makes it more difficult for shareholders to challenge mergers and acquisitions in North Carolina. The Court held that an action against a company’s officers...more

FDIC Bars Financial Institutions from Purchasing Insurance Coverage for Civil Monetary Penalties for Directors and Officers: FDIC...

We recently notified you of the FDIC’s Financial Institution Letter 47-2013 , which urges directors and officers of financial institutions to examine their institutions’ directors and officers (D&O) insurance coverage to...more

Goldman Ordered to Advance Defense Fees for Former Employee Accused of Stealing Computer Codes

On October 16, 2013, the U.S. District Court for the District of New Jersey, in Aleynikov v. The Goldman Sachs Group, Inc., found that a former vice president and computer programmer was an “officer” of Goldman Sachs & Co.,...more

Navigating Fiduciary Duties In Private Company Mergers And Acquisitions

I. Introduction. 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...more

MoFo New York Tax Insights - Volume 4, Issue 10 - October 2013

In This Issue: Despite Incorrect Advice from NYS Tax Department, Conference Request Held to Be Untimely; Corporate Officer Liable for Sales Tax Despite Creditor’s “Sweep Arrangement” with Corporation; Charter Yacht Not...more

Email Users Beware: Companies and Corporate Officers Should Evaluate Email Practices in Light of Delaware Chancery Court Decision

On September 5, 2013, the Delaware Chancery Court ruled that the attorney-client privilege does not protect from disclosure emails sent by corporate officers to their personal attorneys using the company’s email account. In...more

Expanded Liability of Officers in Russian Companies

In Resolution No. 62 “on Liability of Members of a Company’s Governing Bodies” dated July 30, 2013 (the “Resolution”) the Russian Supreme Arbitrazh Court provided new interpretations of the Russian statutory rule that the...more

Officers and Directors Face Personal Liability Under the Responsible Corporate Officer Doctrine

A fertilizer plant explodes, damaging neighboring properties, and causing injury and death to bystanders. A manufacturing facility releases a toxic substance into the air causing harm to a nearby community. A vessel spills...more

$2.8 Million First NLC Settlement

Fall-out from the subprime and Alt-A mortgage crisis continued recently with court approval of a multi-million dollar settlement of a lawsuit filed against former top officers of what had been one of the country’s leading...more

$2.8 Million First NLC Settlement

Fall-out from the subprime and Alt-A mortgage crisis continued recently with court approval of a multi-million dollar settlement of a lawsuit filed against former top officers of what had been one of the country’s leading...more

Appellate Notes: Week of July 15th

Welcome to our Supreme and Appellate Court summaries webpage. On this page, I provide abbreviated summaries of decisions from the Connecticut appellate courts which highlight important issues and developments in Connecticut...more

When The Parent Is A Blue Hen And The Subsidiary Is A 49er, What Law Governs?

With most publicly traded companies choosing to incorporate in Delaware, corporate officers are likely to assume that they have the benefit of Delaware law. Assumptions sometimes can be wrong....more

Hyper-Focus On Corporate Governance: Dangers And Risks To Corporate Boards

Corporate boards are under increasing government and shareholder scrutiny. ...more

Kalisman v. Friedman – A California Analysis

A few months ago, Vice Chancellor J. Travis Laster issued an interesting decision involving director inspection rights and the attorney-client privilege. Kalisman v. Friedman, 2013 Del. Ch. LEXIS 100 (April 17, 2013). ...more

Tenth Circuit Applies Broad Interpretation Of “Interrelated Wrongful Acts” Under New York Law

In Brecek & Young Advisors, Inc. v. Lloyds of London Syndicate 2003, ___F.3d ___, 2013 WL 1943338 (10th Cir. (Kan.) May 13, 2013), the United States Court of Appeals for the Tenth Circuit broadly applied the definition of...more

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