Government Investigations Board of Directors

News & Analysis as of

DOJ’s Pursuit of Individual Liability for Corporate Misconduct: The Yates Memo

Cooperation credit is a critical issue for corporations that become embroiled in investigations or enforcement activity. In both the criminal and civil contexts, it is the only way to mitigate the financial impact of...more

When The Government Comes Knocking: Maximizing Insurance Coverage for Government Investigations

As many readers will know, a government investigation can begin with something as seemingly innocuous as an email from a governmental agency to a company’s general counsel asking for information, or as attention-grabbing as a...more

DOJ Sets Its Sights on Directors and Officers

Whether publicly traded or privately held, corporate boards have been put on notice – the Department of Justice (Justice or DOJ) is after you! On September 9th, DOJ issued a memo entitled: Individual Accountability for...more

Five Ways to Ensure Board Support for Compliance

A Chief Compliance Officer has a number of important relationships to maintain in an organization. Aside from the support of senior level executives, the CCO has to build an effective working relationship with the board and...more

DOJ Focuses on Individual Accountability: New Guidance for Corporate Investigations Places Pressure on Companies and Boards to Put...

On September 9, 2015, the Department of Justice (“DOJ”) issued new guidance on individual accountability for corporate wrongdoing. In the memorandum and an accompanying speech by the Deputy Attorney General Sally Q. Yates,...more

Department of Justice Mandate: Prosecute Individuals for Corporate Wrongdoing

On September 9, 2015, Sally Quillian Yates, the Deputy Attorney General of the U.S. Department of Justice (DOJ), issued a directive to the leaders of the divisions of the DOJ and to U.S. Attorneys to combat corporate fraud by...more

Court Of Chancery Upholds Stockholder Consents

Given the sanctity of the stockholder vote in Delaware law, it would be surprising if the Court of Chancery would ever reverse such a vote or the use of stockholder consents to take corporate action....more

Chancery Court Expands on When Legal Fees Can Be Advanced

Advancement and indemnification rights provide directors and officers of Delaware corporations comfort when accepting positions that often lead to being named in litigation. However, once the interests of the executive and...more

D&O in Brazil and Latin America [Video]

From the 2015 PLUS D&O Symposium session “Emerging International Exposures: What’s Next in Your Neck of the Woods?,” moderator Kevin M. LaCroix, Esq., RPLU (RT ProExec) and panelists Marcus Smithson (Assicurazioni Generali...more

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

Earlier this week a federal district court in New Jersey 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...more

Hart-Scott-Rodino 2013 Annual Report: Filings Decreased, Transactions Investigated Increased and Enforcement Continues for...

On May 21, 2014, the Federal Trade Commission and the Department of Justice published the Hart-Scott-Rodino Annual Report Fiscal Year 2013 (for the period from October 1, 2012 to September 30, 2013). The Annual Report...more

Expanding Liability for Audit Committee Members

When one considers the corporate bureaucracy designed to ensure good corporate citizenship, the audit committee stands out. No committee of the board has the broad ranging purview of the audit committee, and those powers and...more

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