News & Analysis as of

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

FTC Announces Revised Thresholds for Interlocking Directorates

The Federal Trade Commission has announced revised thresholds for interlocking directorates required under Section 8 of the Clayton Act (15 U.S.C. § 19(a)(5)). The revised thresholds took effect January 23, 2014....more

Two Certified Issues to the Georgia Supreme Court Will Address Application of the Business Judgment Rule to Bank Officers and...

In an unexpected turn of events, two recent cases arising out of the U.S. District Court for the Northern District of Georgia have resulted in two sets of certified questions to the Georgia Supreme Court that will likely have...more

Lessons from a Recent Wage & Hour Ruling

Wage and hour lawsuits continue to rise and it is clear that they are here to stay. See, e.g., Andrew Ramonas, US Chamber Warns: Wage-and-Hour Litigation on the Rise, Corporate Counsel (October 23, 2013) (noting that...more

Recent Case Opens Possible Path to Increased Lawsuits Against Board Members – What You Should Know

Summary: Board members now must be even more careful when voting on transactions in which one or more of the directors has a “material financial interest.” A recent case has combined the longstanding conflict of interest...more

Seventh Circuit Increasingly Problematic for Directors and Officers Defending Shareholder Derivative Suits

With its recent decision in Westmoreland County Employee Retirement System v. Parkinson, et al., the United States Court of Appeals for the Seventh Circuit has confirmed that the courts of the Seventh Circuit can be a...more

2013 Hotline Benchmarking Toolkit

Introduction - Every year, ethics and compliance professionals gather data from the reports made through their various reporting systems. The way the data is segmented may mean the difference between catching a...more

Federal Merger Enforcement Increases To Highest Level In Five Years

Hart-Scott-Rodino Filings Decreased Slightly in 2012, but Percentage of Investigations Leading to Second Requests and Enforcement Actions Increased; FTC Continues to Enforce HSR Act in Connection with Corporate Officers' and...more

Report Indicates FDIC Suing Bank Directors And Officers At Record Pace

On May 8, an economic and financial analysis and consulting firm issued a report that indicates the FDIC is on pace to file more suits against bank directors and officers in 2013 than it has in any year since the start of the...more

No Directors, No Officers, No Employees And No Agents – Now What?

Occasionally, a corporation may find itself with no directors and no management. Yet, the corporation does not cease to exist. One might wonder what use can there be in a corporation deprived of head and limb. In...more

"Revised HSR Thresholds Announced"

On January 10, 2013, the Federal Trade Commission (FTC) announced the revised thresholds for determining whether companies are required to notify federal antitrust authorities about a transaction under the Hart-Scott-Rodino...more

Director & Officer Liability: Where are the risks?

At law, a corporation is a separate legal entity with its own assets and liabilities. In broad terms, the duty of a director is to be responsible for the management and governance of that corporation. The interplay between...more

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