Corporate Officers Directors

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Corporate Law & Governance Update - March 2017

Executive Compensation Developments - The general counsel should anticipate questions from the board and its executive compensation committee from recent media coverage of executive compensation (especially in the...more

Directors, Officers and Other Responsible Persons Be Aware - Your Vicarious Liability for Your Company’s Violations of Securities...

A debtor ordinarily may discharge debts in bankruptcy, unless one of several exceptions apply. One of the preclusions to dischargeability of certain debts, found in Section 523(a)(19) of the U.S. Bankruptcy Code, generally...more

How Effective is Your Corporate Compliance Program?

On February 8, the Fraud Section of the United States Department of Justice (DOJ) posted on its website a document entitled “Evaluation of Compliance Programs” (the “Guidance”). This is the first formal guidance issued by the...more

Delaware Law Updates - 2016 Year in Review

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

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

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

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

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

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

Do You Need Directors and Officers (D&O) Insurance for a Family-Owned Business?

Family business owners may assume that D&O insurance coverage is necessary only for publicly traded corporations and large, non-family owned private businesses. That is not the case. Individual directors and officers of a...more

Preliminary Planning for the 2017 Proxy Season

For those who want to start preparing for the 2017 proxy season, our preliminary list of important considerations is set forth below: Directors’ and Officer’s Questionnaire - Nasdaq has adopted a rule requiring...more

Chancery Court Denies Motion to Dismiss Fiduciary Duty Claims Where Directors Approved Merger That Extinguished Threatened...

On July 28, 2016, the Delaware Court of Chancery held that stockholders of Riverstone National, Inc. had adequately stated a breach of fiduciary duty claim against the company's directors who approved a merger that...more

One of the Largest Member Clubs in Singapore Is Liquidated

California Fitness’s closure has left many consumers who have purchased prepaid packages without any remedies. On 20 July, California Fitness, which was once fronted by action movie star Jackie Chan, announced that it...more

An Analysis of Nasdaq’s “Golden Leash” Disclosure Rule

On July 1, 2016, the Securities and Exchange Commission (SEC) approved, on an accelerated basis, Nasdaq’s new Rule 5250(b)(3), which requires Nasdaq-listed U.S. companies to publicly disclose any arrangements or agreements...more

Managing Cybersecurity Risk for Nonprofit Organizations: A Fiduciary Duty?

We live in an era of increasingly prevalent cybercrime, and nonprofits are in the crosshairs.  Harvard University, Penn State University and two BlueCross BlueShield entities are just a few nonprofit organizations that...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

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

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

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

Cybersecurity Risks: Directors and Officers Should Stop, Collaborate and Listen

The risks associated with cyber-attacks and data breaches are growing in Canada and internationally and the costs associated with an organization preventing, detecting, responding to and recovering from such an incident can...more

Recent Decision Clarifies Availability of Defences at the Leave Stage in Statutory Securities Class Actions

The Ontario Superior Court of Justice’s (Court) recent decision in Rahimi v. SouthGobi Resources (Rahimi) confirms that courts will consider and evaluate defences at the leave stage of a statutory secondary market disclosure...more

Desktop Reference Guide: Summary of Section 16 Rules

This is a summary only. Due to the complexity of Section 16, please consult with us regarding the application of Section 16 to your particular circumstances. Please see full Reference Guide below for more information....more

Do Not Pass Go. Do Not Collect $200?: D&O Insurance—Advance Warning on Fee Advancement

In a recent string of decisions, the Delaware Chancery Court has addressed the scope of the right of Directors and Officers to have their legal expenses paid while governmental investigations or legal proceedings against them...more

IRS Encourages Private Foundations to Consider Charitable Purposes in Investing Its Assets

As we previously reported, the IRS has updated its guidance with helpful examples concerning program-related investments for private foundations. In its recently issued Notice 2015-62, the IRS provides further assurance that...more

Cybersecurity and Risk Management: “Navigating the Digital Age: The Definitive Cybersecurity Guide for Directors and Officers”

A timely new resource for business executives, technology professionals, and lawyers alike is the newly-published Navigating the Digital Age: The Definitive Cybersecurity Guide for Directors and Officers from the New York...more

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Cybersecurity

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