Personal Liability

News & Analysis as of

Pin the Blame on the Corporate Officer: Senators Introduce Hide No Harm Act

Three Senate Democrats recently introduced a bill that seeks to hold company executives of a product maker or seller criminally liable for knowingly "failing to inform and warn of serious dangers" associated with a product....more

Business Judgment Rule in Georgia: Not a "Get Out of Jail Free Card" for Officers and Directors

The Georgia Supreme Court has adopted the Business Judgment Rule with a very important nuance that requires officers and directors to not only be prepared when making their decisions but to document their preparations in...more

Doing Business in Canada: Directors' Liabilities

DIRECTORS’ LIABILITIES - In Canada, there is a legal duty for every director and officer of a corporation to act honestly and in good faith with a view to the best interests of the corporation when exercising his/her...more

Chancery Court Provides Additional Room for Shareholders Challenging Change of Control Transactions

What you need to know: In its recent decision in Chen v. Howard-Anderson, Delaware’s Court of Chancery held that directors and officers may be found to have acted in bad faith, thereby breaching their fiduciary duty of...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

MoFo New York Tax Insights - Volume 5, Issue 7 - July 2014

In This Issue: - Department of Finance Announces Updated Commercial Rent Tax Audit Policy on Billboards - ALJ Finds No Hearing Right To Challenge Notice and Demand, and Corporate “President” Is Personally...more

CFPB Has Authority to Bring Actions Against a Non-Depository Institution’s Related Persons; Are Payday Lenders Next?

The Dodd-Frank Wall Street Reform and Consumer Protection Act grants to the U.S. Bureau of Consumer Financial Protection (the “CFPB”) the power to bring actions against “related persons” of non-depository institutions. A...more

The New York Legislature Passes a Bill Eliminating the Annual Wage Notice Requirement

Employers in New York will not have to issue annual wage notices to employees in 2015 and beyond. On June 19, 2014, a bill was passed in both the New York Assembly and Senate that eliminates the requirement contained in the...more

Virginia’s Privity of Contract Defense Continues to Protect Defendants in Economic Loss Cases

I am often told by clients that they are protected from a lawsuit because they have a corporation. The advice I usually give them is that while the corporate shield is strong it does not protect them if they are negligent...more

Corporate Compliance Officers Face Threat of Civil Monetary Penalties and Criminal Prosecution for Institutional AML Deficiencies

While financial institutions have long faced the possibility of civil monetary penalties and criminal prosecution for violations of the Bank Secrecy Act (“BSA”) and its implementing regulations, found at 31 C.F.R. Chapter X,...more

Collateral Estoppel Sinks LLC Members' Claim

It might seem uncontroversial that the members of a limited liability company cannot follow with a personal lawsuit for injuries after their LLC litigates, and loses, claims based on the same issues. But it took the Business...more

50 For 50: Five Decades Of The Most Important Discrimination Law Developments - Number 26: Individuals Cannot Be Liable For Title...

There are all sorts of reasons why an employee would want to avoid discrimination or harassment of co-workers or direct reports, but the one which resonates the most is the potential that the employee can be found...more

Regulators Increasingly Pursue Individual Liability for Money-Laundering Violations

The Financial Crimes Enforcement Network (FinCEN), an arm of the U.S. Department of Treasury, recently fined a Miami-based money services business (MSB) and its owner $10,000 for failing to implement proper anti-money...more

The Epic Buckyballs® Saga Settles

May 2014 brought an ordinary end to a series of extraordinary events, with the Consumer Product Safety Commission (CPSC) settling an unprecedented proceeding against Craig Zucker, the former CEO of Buckyballs® manufacturer...more

City Not Liable For Mayor's Alleged Improper Conduct

Gong v. City of Rosemead (May 20, 2014, B247601) -- Cal.App.4th --, a Court of Appeal declined to hold the City of Rosemead ("City") liable for the alleged tortious conduct of former mayor and City Council member John Tran...more

Individual Liability in CFPB Enforcement Proceedings

To date, the CFPB has brought 12 cases—out of more than three dozen total CFPB enforcement cases—in which it named individuals as defendants or respondents liable for violations of consumer protection statutes. Below, we...more

SEC Settles Financial Fraud Charges With Issuer, CFO

The Commission filed settled financial fraud charges against an issuer which discovered and remediated a series of accounting issues and the CFO who caused the books and records to be falsified, eventually resulting in a...more

Cooperation Pays in Insider Trading Enforcement and Sentencing

In This Issue: - Overview - Insider Trading Law - Insider Trading Penalties - Cooperating with the Government - Cooperating with the Department of Justice - Cooperating with the Securities and Exchange...more

When Will The SEC Bring An Action Against A Chief Compliance Officer?

In a couple of speeches at Compliance Week 2014, SEC officials spoke of when it would be appropriate to bring an enforcement action against a Chief Compliance officer, or CCO. SEC Commissioner Kara M. Stein said “If...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

Commingling and Personal Piggy Bank Leads to Summary Judgment on Veil Piercing Claims

In Webmediabrands, Inc. v. Latinvision, Inc., No. 601048/2010, the Supreme Court (J. Friedman) pierced the corporate veil at the summary judgment stage. Under New York law, the factors used to determine whether a court...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

Compliance Overseers Under Financial Regulatory Fire

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

CPSC Settles Complaint Against Ex-CEO of Buckyballs and Buckycubes

On May 9, 2014, the CPSC and the maker of Buckyballs and Buckycubes settled the July 2012 administrative case brought by the CPSC alleging that these “rare earth magnets” pose a substantial product hazard. The settlement...more

Dog Bite Season and California Leads the Way in Most Dog Bite Claims

As we inch our way into summer in Southern California, Barry P. Goldberg warns that the warm weather brings in "dog bite" season as well. More kids running in the sprinklers, dogs on walks on and off leash, barbeques, swim...more

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