Corporate Officers

News & Analysis as of

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

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

10th Circuit Holds SEC ALJs Are Holding Office Unconstitutionally

In March 2015, I posed the following question: But if you were hailed before an unconstitutional tribunal with the ostensible authority to fine you and bar you from working, would you want a “real” court to step in and...more

Pay By Another Name Might Be Salt

Yesterday’s post concerned the classification of directors and officers as employees for purposes of California’s workers’ compensation law. Effective January 1, 2017, California Labor Code Section 3351(c) will define...more

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

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

Data Protection Officers: A Comparison of US Law, EU Law, and Soon-to-be-EU Law

Although organizations in the United States have dealt with privacy issues for years, only in the past decade have they begun to view the complexities of privacy as requiring formal organizational structure and, in some...more

“But I Didn’t Know” – Protecting Yourself from Responsible Person Status

A couple of weeks ago, we considered a situation in which an unscrupulous partner (perhaps in cahoots with an IRS agent) tried to stick one of their partners with the federal employment taxes owed by their failing business....more

Corporate Individual Creating a Privileged Communication May Not Control Waiving it

While companies, like people, are entitled to protect privileged communications with their counsel, companies only can act through individuals. So what happens when the former CEO wants to disclose a privileged communication...more

Preparing for the 2017 Public Company Reporting Season

Reevaluate Non-GAAP Disclosures in Light of Updated C&DIs and Other SEC Actions. As the reporting season gets underway, reviewing non-GAAP disclosure practices should remain a top priority in light of the new and updated...more

District Court Orders Additional Deposition of Defendant after Witness Changed Numerous Deposition Answers in Errata

The plaintiff, Chrimar Systems Inc. and Chrimar ("Chrimar") filed a motion to compel an additional deposition of Defendant D-Link Systems, Inc.'s ("D-Link") corporate representative, William C. Brown. Chrimar previously took...more

The Federal Government Holds Individuals Responsible for Involvement in Corporate Healthcare Fraud and Abuse

In September 2016, three corporate officers in two healthcare fraud and abuse cases settled allegations that they were personally liable for violations of federal fraud and abuse laws. These settlements come one year after...more

What Law Governs Real Property Conveyances By Foreign Corporations?

Consider the following fact pattern - Joe is the Chief Executive Officer of Transient, Inc., a Delaware corporation that is headquartered in Dallas, Texas. Transient’s sole asset is 100 acres of undeveloped land in...more

Why Nevada Is A More Reliable Alternative To Delaware

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

Slam on the Slam – A California Court Further Limits the Sham Guaranty Defense

There has been much recent California case law regarding the sham guaranty defense and for good reason – success for a guarantor on this defense can eliminate a lender’s recovery of a deficiency against a guarantor of a...more

Jury Applies Georgia’s Business Judgment Rule

On October 25, 2016, a jury in the U.S. District Court for the Northern District of Georgia rejected the Federal Deposit Insurance Corporation’s (FDIC) argument that former directors and officers of The Buckhead Community...more

PilieroMazza Legal Advisor - Fourth Quarter

On October 24, on the eve of its implementation, the U.S. District Court for the Eastern District of Texas issued a nationwide order halting the implementation of the bulk of Executive Order 13673, Fair Pay Safe Workplaces,...more

District Court Grants Plaintiff's Motion for Preliminary Injunction to Preclude Defendant from Discussing Case with Plaintiff's...

In this patent infringement action, the Defendant, GHP Group, Inc. ("GHP"), hired the Plaintiff's, ProCom Heating, Inc. ("ProCom"), president during the litigation. The Plaintiff then filed a request for a temporary...more

Why Affixing A Secretary’s Certificate Might Protect The Innocent

Transactional lawyers are used to obtaining officers’ certificates to back up their opinions or to deliver to the other party pursuant to a purchase or sale agreement. I wonder, however, how many buyers or secured lenders...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

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

Officers: Got Business Judgment Rule? Nevada Says Yes, Delaware Maybe Not

Francis Pileggi writes about a recent ruling by U.S. District Judge Sue L. Robinson in which she refused to consider whether the business judgment rule applied to officers of a Delaware corporation...more

Clawbacks – Putting Fear into Executives' Hearts?

We are in October and I am looking forward to my annual exploration of classic monster movies beginning this coming Friday. This year I decided to go back to the roots by watching the 30s and 40s classic Universal monster...more

Double-Breasted Company Owners, Officers Can Be Indicted for Underpaying Benefit Contributions

The U.S. District Court for the District of Massachusetts held in September that the shareholders and officers of a double-breasted construction company can be indicted and could go to prison if the government proves they...more

Former Debt Collection Company VP Ordered to Pay Penalty and Stop Deceptive Debt Collection Practices

On September 21, the Department of Justice (DOJ) announced that the U.S. District Court for the Eastern District of Texas entered a stipulated order for a permanent injunction and civil penalty judgment against the vice...more

475 Results
|
View per page
Page: of 19
Popular Topics

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.

Already signed up? Log in here

*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.
×