Corporate Officers Board of Directors

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Commercial Restructuring & Bankruptcy Alert - October 2016

Welcome to the October 2016 issue of the CR&B Alert, the newsletter produced by Reed Smith's Commercial Restructuring & Bankruptcy Group. Excerpt from newsletter: DELAWARE AND NEW YORK AT ODDS OVER RECLAMATION...more

Hiring & Firing Officers In California

John Jenkins at The Mentor Blog addresses the question of who has authority to hire and fire officers? He notes...more

Board Interlocks On Antitrust Enforcement Hot Seat: A Must-Read Guide for Board Members and Officers

Recent enforcement activity by the Department of Justice (that required restructuring a live transaction) and the Federal Trade Commission makes clear that enforcement of Section 8 of the Clayton Act, the prohibition against...more

Corporate Law & Governance Update - August 2016

The Hershey Governance Settlement - On Friday, July 29, the Pennsylvania Attorney General, the Hershey Trust Company and the Milton Hershey School, entered into a written settlement resolving an investigation conducted...more

“Veep”: The Evolving Law of Advancement and Indemnification

Companies confer title of “Vice President” on a wide range of employees, from senior executives, in some cases, to line-level personnel, in others. While distinguishing someone functioning as a senior executive from someone...more

Legal Alert: New York’s New BSA/AML Rule Imposes Monitoring, Filtering and Certification Requirements

On June 30, 2016, the New York Department of Financial Services (DFS) adopted a new anti-terrorism and anti-money laundering (AML) regulation (Final Rule) that builds on federal anti-money laundering requirements to address...more

Moving Companies Forward: How Michelle Wilson Applies Her Expertise in Growth Companies to Her Role on the Board

Michelle Wilson knows growth. As senior vice president and general counsel for Amazon from 1999-2012, she helped guide the company through 13 years of growth. She currently serves on the boards of directors for Zendesk, Okta,...more

Target Corp. Shareholders Walk Away from Derivative Lawsuits

The leadership team at Target Corp. has one less legal claim to worry about today from the company’s headline-making 2013 data breach. And in an unusual turn, the shareholders who filed a series of derivative actions against...more

D&O Insurance—Issues to Consider Before a Claim Arises

In Depth - Directors and officers (D&O) liability insurance remains a vital issue for companies and their directors and officers as potential sources of liability continue to evolve. More securities lawsuits were filed...more

What Is A Knowing Violation Of Law?

Nevada’s private corporation law automatically exculpates directors and officers from individual liability from individual liable to the corporation or its stockholders or creditors for any damages as a result of any act or...more

Next on the SEC regulatory agenda: a chief valuation officer?

First, the Securities and Exchange Commission required funds to designate a chief compliance officer. Then, the SEC proposed that funds designate a liquidity risk manager, and after that, a derivatives risk manager. Can a...more

They Will Click: Cybersecurity and the Human Factor

Cybercrime cost the world economy about $445 billion in 2014 and the 2015 numbers will be even higher. The cost of data breaches will reach $2.1 trillion globally by 2019. Worldwide spending on information security is...more

5 Wishes for Securities Litigation Defense: Greater Insurer Involvement in Defense-Counsel Selection and Strategy

One of my “5 Wishes for Securities Litigation Defense” last month was for greater D&O insurer involvement in securities class action defense. This simple step would have extensive benefits for public companies and their...more

Does A Dissolved Corporation Have Officers And Directors?

It might be reasonable to assume that a dissolved corporation no longer has any officer and directors. However, the California General Corporation Law seems to assume that dissolved corporations continue to have directors...more

Bankruptcy Court Opinion Clarifies California Law on Duties of Directors & Officers Upon Insolvency

It is not unusual in the lifecycle of a start-up for the company to hit road blocks and have cash flow issues. During these times, the board and its members will ask the company’s professionals what their fiduciary duties are...more

The Quiet Demise of Director Meeting Fees

As director duties have become increasingly burdensome and complex, companies have responded with variations on, and additions to, the traditional fee arrangements. It is now common to see equity awards of various...more

5 Wishes for Securities Litigation Defense

I am committed to helping shape a system for securities litigation defense that helps directors and officers get through securities litigation safely and efficiently, without losing their serenity or dignity, or facing any...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

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

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

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

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

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

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

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

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