Officers

News & Analysis as of

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

Delaware Court Clarifies Director and Officer Liability in M&A Transactions

In Chen v. Howard-Anderson, 87 A.3d 648 (Del. Ch. 2014), the Delaware Court of Chancery (Laster, V.C.) held that directors and officers can be held liable for their participation in a change-of-control transaction if their...more

Employment Law - June 2014

California Supreme Court Strikes Down $15 Million Employee Class Action Win and Orders Decertification in Duran V. U.S. Bank Nat’l Ass’n - Why it matters: On May 29, 2014, the California Supreme Court unanimously...more

Using Corporate Bylaws and Charters to Set the Rules for Shareholder Litigation

Recent court decisions, including the Delaware Supreme Court’s opinion earlier this month in ATP Tour, Inc. v. Deutscher Tennis Bund, have focused new attention on the use of corporate bylaws and charters to establish the...more

First Jail Term Sentence under Canada’s Foreign Corruption Legislation Sends Clear Deterrence Warning to Corporate Officers

Introduction - Following the first trial under the Corruption of Foreign Public Officials Act (CFPOA), Nazir Karigar, an agent for Ottawa-based technology company, Cryptometrics Canada, was convicted for conspiring to...more

Delaware Court Enforces “Loser Pays” Bylaw, Opens the Door for D&O Insurers to Better Assess and Control Shareholder Litigation...

The Delaware Supreme Court held that a corporation’s fee-shifting bylaw is enforceable as long as the bylaw is not adopted for an inequitable purpose. A first of its kind, this ruling seems poised to change dramatically the...more

Internal Affairs Doctrine May Not Control Alter Ego Liability

The internal affairs doctrine “is a conflict of laws principle which recognizes that only one State should have the authority to regulate a corporation’s internal affairs — matters peculiar to the relationships among or...more

Delaware Supreme Court Approves Fee-Shifting Bylaw for Non-Stock Corporations - The Court’s Reasoning Suggests These Provisions...

In its May 8, 2014 decision in ATP Tour, Inc. v. Deutscher Tennis Bund, No. 534, 2013, --- A.3d ----, 2014 WL 1847446 (Del. May 8, 2014), the Delaware Supreme Court may have opened the door to the adoption by Delaware...more

Fcpa Compliance and Ethics Report-Episode 58-Interview with Michael Scher [Video]

In this episode, I interview Michael Scher about some of the lessons learned from the Wal-Mart investigation. ...more

Corporate Shield Holds Up Against Creditor

There's no expression when speaking of football players to recognize a performance that hits three exceptional marks (like a hat trick in hockey or a triple double in basketball or the triple crown in baseball). Maybe there...more

When a Receiver is Appointed Does this Prevent Former Officers & Directors from Filing a Bankruptcy Petition on Behalf of the...

QUESTION: I have noticed language in a number of receivership orders providing that the receivership entities’ officers and directors are removed and their powers are vested in the receiver and further enjoining the officers...more

Financial Regulatory Enforcers Expanding Claims Against Individuals

In the wake of the financial crisis, federal and state regulators are increasingly taking action against individuals for alleged compliance lapses inside financial services companies, and recent reports indicate that...more

First Circuit Orders AIG To Advance Defense Costs In FDIC Suit Because Of “Likelihood Of A Remote Possibility Of Coverage”

On March 31, 2014, the First Circuit reaffirmed the breadth of an insurer’s duty to defend. In W Holding Co., Inc. v. AIG Ins. Co.-Puerto Rico, No. 12–2008, 2014 WL 1280246 (1st Cir. Mar. 31, 2014), the appellate court ruled...more

Does the Business Judgment Rule Really Exist in Georgia?

On April 21, 2014, the Georgia Supreme Court heard oral arguments in the case of FDIC v. Loudermilk to determine whether the Business Judgment Rule really exists in Georgia. Claiming contrary decisions on the Business...more

Comptroller Curry Discusses Banks’ Progress in Meeting BSA Compliance Obligations; States that Senior Executives and Boards Should...

In a speech presented to the Association of Certified Anti-Money Laundering Specialists on March 17, 2014, Comptroller of the Currency Thomas J. Curry said that the OCC is seeing progress in terms of the priority that senior...more

BAC CEO Pays $10 Million Plus D&O Bar To Settle NYAG Market Crisis Case

Former Bank of America CEO Kenneth Lewis agreed to pay $10 million and to be barred from serving as an officer or director of a public company for three years to settle fraud charges brought by the New York Attorney General...more

Concurrent ‘Alter-Ego’ Claims: Oklahoma Leads the Nation in Extending Protection to Shareholders, Officers and Directors

During the past several years, practitioners have devoted significant attention to the fate of the Oklahoma Legislature’s efforts at, and the Oklahoma Supreme Court’s response to, legislative tort reform. However, few noticed...more

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