Bitter C-Suite: Privacy, Security and Data Protection Issues Facing Corporations, Directors and Officers
The 2013 Amendments to the Delaware General Corporation Law
Bill on Bankruptcy: Why is Kodak's Stock Soaring?
Citing various conflicts of interests involving management, board members and financial advisors, Vice Chancellor Laster of the Delaware Court of Chancery found that the Board of Directors of Rural/Metro Corporation (“Rural”)...more
On December 18, 2013, New York Governor Andrew Cuomo signed into law the Nonprofit Revitalization Act of 2013 which modernizes the New York nonprofit corporation law. The Act overwhelmingly passed both houses of the New York...more
On June 21, 2013, the New York State Legislature passed the Non-Profit Revitalization Act of 2013 (the “Act”), which is now awaiting signature by Governor Cuomo. If signed, most provisions of the Act would take effect on July...more
MLPs possess unique governance characteristics as compared to corporations.The number of master limited partnerships (MLPs) has grown significantly over the past five years, increasing from 59 in 2009 to over 100 in 2013. An...more
Vice Chancellor J. Travis Laster’s August 16 post-trial opinion in In re Trados Inc. Shareholder Litigation1 (hereinafter, “In re Trados”) has attracted a significant amount of attention. Much as both the Chancery and the...more
Novel theories by plaintiffs’ lawyers need to foster novel approaches by M&A lawyers.
A number of recent cases highlight the increasing risks for financial advisors and the lawyers who represent them. Financial...more
In This Issue:
Regulatory Updates -
SEC Continues to Look at a Uniform Fiduciary Standard for Broker-Dealers and Investment Advisers; SEC Grants Unusual Exemptive Relief from Pay-to-Play “Time-Out” Provision;...more
Most people communicating with their lawyer rightfully believe their discussions are privileged and cannot be disclosed to others without permission. However, when litigation ensues, because the attorney-client privilege...more
In Morrical v. Rogers, No. A137011, 2013 Cal. App. LEXIS 811 (Cal. App. Oct. 10, 2013), the California Court of Appeal, First District, held that the summary procedures set forth in California Corporations Code § 709 may be...more
Section 709 of the California Corporations Code creates a summary procedure that allows any shareholder or any person who claims to have been denied the right to vote to petition the Superior Court for a determination of the...more
WHAT IS IT?
The best interests duty requires financial advisers to place the interests of their clients ahead of their own in providing personal advice to retail clients. It is designed to build trust and confidence...more
The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more
The SEC has charged the adviser to a New York-based hedge fund with breaching his fiduciary duty by engineering an undisclosed principal transaction in which he had a financial conflict of interest....more
The Delaware Chancery Court issued its long-awaited post-trial decision last month in In re Trados Incorporated Shareholder Litigation. In the decision, the court affirmed that directors designated by the venture capital...more
A recent post-trial decision by Vice Chancellor J. Travis Laster of the Delaware Court of Chancery puts directors serving as designees of preferred investors on notice that they must attempt to maximize value for common...more
The recent New York case of Lichtenstein v. Willkie Farr addresses a borrower's conflict caused, in part, by a loan covenant. The covenant invoked personal liability of the members in the event the entity files a voluntary...more
A host of regulatory and finance reforms have ushered in significant changes for health care entities, and likewise, for the boards that guide them. How can general counsel broach these changes with their boards and steer...more
In This Issue:
- Editor's Overview
- View from Proskauer: Are Your Conversations Privileged under ERISA?
- Rulings, Filings, and Settlements of Interest
Effectively managing conflicts has become even more important for nonprofit organizations. Under state law it has historically been necessary for directors and officers to address conflict issues to fulfill their fiduciary...more
In 2012, the Department of Labor (DOL) continued a fairly active program of issuing individual exemptions from the prohibited transaction rules of ERISA. These rules generally prohibit, among other things:
- Sale and...more
Recently, a federal appeals court in In re Lemington Home for the Aged revived claims brought by unsecured creditors against the directors and officers (D&Os) of the insolvent Lemington Home for the Aged when it reversed a...more
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