News & Analysis as of

Florida’s CADRA a Powerful New Data Protection

Florida businesses will soon have an important and powerful new legal cause of action to combat unauthorized access to protected computer systems or data by employees, former employees, directors, officers, and others....more

Conduct Unbecoming Of An Officer And An Employee?

In proposing executive compensation recoupment rules, the Securities and Exchange Commission either overlooked or failed to recognize an important legal distinction. The proposed rules would require national securities...more

[Event] Financial Distress in the Energy Sector: Managing Exposure and Leveraging Opportunities - July 23, Boston, MA

Locke Lord is pleased to bring this important and timely discussion to Boston. By leveraging the extensive experience our lawyers bring to the table from the energy, restructuring & insolvency and private equity sectors, we...more

Guide To Doing Business in Australia: Company Law (Updated)

COMPANY LAW - Some general matters relating to company law in Australia are discussed below. REGULATORY SCHEME - The Corporations Act principally regulates companies, their incorporation, the acquisition of...more

Taking Control of Cybersecurity: A Practical Guide for Officers and Directors

Major cybersecurity attacks of increased sophistication — and calculated to maximize the reputational and financial damage caused to the corporate targets — are now commonplace. These attacks have catapulted cybersecurity to...more

Insurance Review (Australia) - February 2015

In This Issue: - REGULATORY: - The Financial System Inquiry - Insurance Reform In The UK - CYBER: - Top Five Privacy And Cyber Predictions, Trends And Issues Impacting Insurers In 2015 And...more

SEC Proposes Disclosure Rule for Hedging Transactions by Directors, Officers and Employees

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) issued a proposed rule that, if adopted, would require public companies to disclose in annual proxy statements whether their employees and board members...more

Nevada’s Business Judgment Rule: FDIC – 4; Management – 0

In recent weeks, the U.S. District Court has issued four separate rulings in cases brought by the Federal Deposit Insurance Corporation (FDIC) against former bank managers for breach of fiduciary duty. Here is a brief recap...more

Eleventh Circuit Vacates Dismissal, Rules Bank Officers Subject To Negligence Claims Under Georgia Law

On October 24, based on the Georgia Supreme Court’s response to the federal appellate court’s certified questions, the United States Court of Appeals for the Eleventh Circuit issued a per curiam opinion overturning a district...more

Court Dismisses Shareholder Derivative Action Targeting Directors and Officers for Data Breaches

A federal district court in New Jersey has dismissed with prejudice a shareholder derivative suit, Palkon v. Holmes, No. 14-CV-01234 (SRC) (D.N.J.), that tried to blame the directors and officers at hospitality company...more

Ninth Circuit Holds That "Tag Jurisdiction" Does Not Apply to Corporations - The Court's Decision Limits Personal Jurisdiction...

Following closely on the heels of the U.S. Supreme Court's landmark personal jurisdiction decision in Daimler AG v. Bauman, the U.S. Court of Appeals for the Ninth Circuit has issued a decision that further reinforces the...more

SEC Charges Officers, Directors, Stockholders and Companies for Failure to Timely File Reports Under Sections 13 and 16 of the...

The director of the SEC’s Division of Enforcement, Andrew Ceresney, said that using quantitative analytics the SEC has identified various individuals and companies with especially high rates of filing deficiencies and...more

Charged with Interpreting “Officer” in Corporate By-Laws, Third Circuit Decides 12 Random People Are Better Suited for the Job

Here are two things I thought when I was a kid: (1) Quicksand was a real threat, something that could suck me into the Earth if I wasn’t careful when walking around outside. I don’t know if this was a function of too many...more

SEC Charges Issuers, Corporate Insiders, and Other Significant Investors for Violating Laws Requiring Reporting of Transactions in...

On September 10, 2014, the U.S. Securities and Exchange Commission announced settlements with officers, directors, and significant shareholders for violating federal securities laws requiring information about their...more

Court of Appeals for Federal Circuit (CAFC) Issues Decision In U.S. v. Trek Leather – Corporate Officer Held Liable

Yesterday, the CAFC issued its en banc decision in the U.S. v. Trek Leather case. The Court held the President of the company liable for gross negligence due to his own actions, even if he is an agent of the company....more

Court Rules LLC Form Provided No Fiduciary Shield To Personal Jurisdiction

Last Friday’s post concerned whether a plaintiff could establish jurisdiction by tagging a corporate officer attending a conference in California. The question was whether a corporation is present wherever its officers are...more

Court of Appeal Clarifies Directors’ Fiduciary Duties and the Business Judgment Rule for Executive Compensation Matters

The Court of Appeal for Ontario recently affirmed the nature of directors’ and officers’ fiduciary duties and clarified the application of the business judgment rule in the context of a dispute regarding executive...more

Stockholder Proposal Seeks To Ratification Of All Decisions And Actions

For the last six years, Amerco as included a rather unique stockholder proposal in its proxy statement. It’s there again this year. Basically, it asks the stockholders to ratify and affirm all decisions and actions by...more

FDIC v. Loudermilk, et al.—Georgia’s Business Judgment Rule (and Its Limitations)

On July 11, 2014, the Georgia Supreme Court issued its highly anticipated decision in FDIC v. Loudermilk, addressing squarely the extent to which Georgia’s business judgment rule shields bank directors and officers from...more

The Ropes Recap: Mergers & Acquisition Law News - Second Quarter 2014

In this issue: -Delaware Legislative Update -Delaware Supreme Court Upholds Facial Validity of Fee-Shifting Provisions in Bylaws of Delaware Non-Stock Corporation -News from the Courts: -Court...more

Individual Liability: What’s Behind The Headlines?

It’s been open season on financial institutions since the 2008-2009 financial crisis (“Financial Crisis”). State and federal prosecutors and regulators are competing with each other for press coverage of their latest consent...more

The King Can Do No Wrong. But Then Again …

At common law, municipalities were immune from liability in tort for the misfeasance of their officers and employees. This principle of “sovereign immunity” was often summed up by the phrase, “The King can do no wrong.”...more

Michigan Enacts Changes To Administrative Tax Provisions Affecting Audits And Assessments

Michigan has enacted legislation that clarifies and streamlines a number of important tax administrative provisions. The changes affect the Department of Treasury’s ability to pursue and collect unpaid taxes from company...more

Impact of the New Hong Kong Companies Ordinance on Charitable Institutions

The new Hong Kong Companies Ordinance (Cap. 622) (New CO) came into effect on March 3, 2014. The impact of this new law on registered charitable institutions incorporated as Hong Kong companies limited by guarantee (CLGs) is...more

Public Company Boards and Management will be Affected by PCAOB’s New and Amended Auditing Standards Regarding Related Party...

The PCAOB’s new and amended auditing standards, adopted on June 10 and subject to SEC approval, require that auditors, among other things, discuss related party transactions and executive officers’ financial arrangements with...more

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