News & Analysis as of

Corporate Officers Board of Directors

Financial Services Quarterly Report - First Quarter 2017: Hong Kong’s New Requirements for “Senior Management” of Fund Managers...

by Dechert LLP on

The Securities and Futures Commission of Hong Kong (SFC) recently introduced the “Senior Management Accountability Regime” (regime), in an effort to make senior managers (particularly those who are not already designated as...more

Brooklyn Supreme Court Recognizes Private Right of Action for Not-for-Profit Employees under New York Nonprofit Revitalization Act...

Not-for-Profit Corporation Law (“NPCL”) § 715-b, enacted as part of the New York Nonprofit Revitalization Act, requires New York not-for-profit corporations with 20 or more employees and annual revenue in excess of $1 million...more

Start-up Shareholders, Directors, and Officers: Role Reversal? Role Confusion?

by Bryan Cave on

When companies are in their earliest stages, the founders and advisors often serve the company as shareholders, directors, and officers. However, each role has distinct responsibilities and it is important for founders to be...more

Professor Bainbridge On My “Beef” With Gantler v. Stephens

by Allen Matkins on

Professor Stephen Bainbridge yesterday provided a well considered assessment of my “beef” with the Delaware Supreme Court’s holding in Gantler v. Stephens, 965 A.2d 695, 709 (Del. 2009) that “the fiduciary duties of officers...more

Why An Understanding Of Officers As Agents May Be Important

by Allen Matkins on

In several recent posts, I have noted that officers, unlike directors, are agents of the corporation. Recognizing the agency status of officers can affect the legal analysis in a number of significant ways, including...more

What The Delaware Supreme Court Overlooked In Gantler v. Stephens

by Allen Matkins on

I have never been reconciled to the Delaware Supreme Court’s pronouncement in Gantler v. Stephens, 965 A.2d 695, 709 (Del. 2009) that “the fiduciary duties of officers are the same as those of directors”. Officers are, as...more

Bass, Berry & Sims Releases Securities & Shareholder Litigation 2017: A Look Ahead

by Bass, Berry & Sims PLC on

Bass, Berry & Sims PLC announces the release of its annual "Securities & Shareholder Litigation 2017: A Look Ahead," a high-level report that covers recent developments and offers best practices for the year ahead. The newly...more

Executive Compensation and Benefits Alert: Nuisance Plaintiffs Pursue Novel Theories to Exact Section 16 Settlements

The so-called “short-swing profit rule” under Securities Exchange Act Section 16(b) generally prohibits officers and directors as well as 10 percent shareholders of a U.S. public company from profiting from any purchase or...more

Defining the Role of a Board Chair

The prior Family Business Advocates blog post provided an overview of the different legal roles that shareholders, directors, and officers play in the intersection of ownership and management of a company, but how does a...more

Prison sentence for avoiding English freezing and disclosure order

by DLA Piper on

The English Court has made an order sentencing the director and shareholder of a company operating from China to 18 months' imprisonment for failing to comply with a disclosure order made ancillary to a Worldwide Freezing...more

Higher Filing Thresholds for HSR Act Premerger Notifications and Interlocking Directorates Announced

1. Higher Thresholds For HSR Filings - On January 19, 2017, the Federal Trade Commission announced revised, higher thresholds for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The...more

Delaware Law Updates - 2016 Year in Review

by McCarter & English, LLP on

Our Delaware Corporate and Alternative Entity Law attorneys closely followed the opinions coming from Delaware’s Supreme Court and Court of Chancery. Our 2016 Year in Review is a collection of brief summaries of selected...more

"Revised HSR Thresholds Announced"

On January 19, 2017, the Federal Trade Commission (FTC) announced the revised thresholds for determining whether companies are required to notify federal antitrust authorities about a transaction under the Hart-Scott-Rodino...more

Race to Courthouse in Shareholder Derivative Actions Could Raise Due-Process Issues

The Delaware Supreme Court requested further consideration of the federal due-process issues that might arise where a court is asked to hold that a shareholder derivative action is precluded because a prior derivative action...more

Reminders for US Public Companies for the 2017 Annual Reporting and Proxy Season

by White & Case LLP on

This memorandum outlines certain considerations for US public companies in preparation for the 2017 annual reporting and proxy season. Part I of this memorandum discusses new developments and practical action items for the...more

Is A Corporate Director An Employee Subject To Workers’ Compensation?

by Allen Matkins on

Corporate lawyers tend to believe that directors and officers are not ineluctably employees. Thus, it may come as a surprise that California’s workers’ compensation law has for some time defined an “employee” to include...more

Why Nevada Is A More Reliable Alternative To Delaware

by Allen Matkins on

Directors and officers cannot always base their decisions on first-hand information. As a practical matter, they must receive and act based on information and opinions of others. The question then becomes whether a...more

SEC and DOJ Charge Board Member with Trading on Inside Information . . . During a Board Meeting

On Friday, the SEC filed a complaint against James C. Cope, a former member of the Executive Committee of Pinnacle Financial Partners’ (“PFP”) board of directors, alleging that he engaged in insider trading. The same day,...more

Commercial Restructuring & Bankruptcy Alert - October 2016

by Reed Smith on

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

by Allen Matkins on

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

by Goodwin on

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

by McDermott Will & Emery on

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

by Shearman & Sterling LLP on

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

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