Personal Liability

News & Analysis as of

Nonrecourse Real Estate Loans: An Endangered Species?

As many apprehensive borrowers once again enter the commercial real estate loan marketplace, one of the first questions they often ask is: “Can I get a nonrecourse loan?” This is especially true for borrowers who are coming...more

Delaware Chancery Court Clarifies Delaware Boards’ Fiduciary Oversight Duties as to Corporate Operations Abroad

In 2013, the Delaware Court of Chancery issued three decisions in which it denied motions to dismiss claims for breach of the duty of oversight (i.e., Caremark claims) asserted against directors of Delaware corporations...more

Do You Know What Your Hospital Board Members Are Doing?

David Chandler was appointed to serve as chairman of Tri-Lakes Medical Center (TLMC), a community hospital in Panola County, Mississippi. As chairman, Chandler set board meeting agendas, regularly dealt with the administrator...more

Knowledge Of Executor’s Attorney Imputed To Executor For Claims Act Liability

Two individuals were appointed as co-executors of an estate. The decedent had not filed income taxes for a number of years. The attorneys prepared tax returns for the missing years, and the IRS assessed taxes against the...more

Social Host Liable For Intoxicated Guest’s Accident

Faiez Ennabe, et al. v. Carlos Manosa, et al. (2014) 58 Cal.4th 697 - California Supreme Court (February 24, 2014)- In the Ennabe case, the California Supreme Court wrestled with the tangle of case law and...more

This Week In Securities Litigation (Week ending March 28, 2014)

The New York Attorney General secured one of the most significant market crisis settlements to date this week. The former CEO of Bank of America agreed to a three year bar from serving as an officer or director of a public...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

California’s New RULLCA Provides Ample Potential For Member Liability

Recently, I wrote about Corporations Code Section 17703.04(a) which in singularly inept fashion attempts to establish the non-liability of members of a limited liability company under the California’s new Revised Uniform...more

FTC Secures Seven Figure Judgment Against Single Co-Defendant in Scareware Case

After the FTC secured a $163MM judgment against Kristy Ross in the US District Court of Maryland, the 4th Circuit affirmed, and so ends the FTC’s six-year “scareware” enforcement action. From beginning to end, this odyssey...more

Supreme Court Lets Two FLSA Rulings Stand: Yes on Personal Liability and Undocumented Workers’ Standing to Sue

Last week, the Supreme Court of the United States decided that it would not review two wage and hour cases. The first, Catsimatidis v. Irizarry, which was resolved through a settlement agreement, considered whether an...more

SEC May Have a New Weapon to Combat Insider Trading

The Second Circuit may have granted the Securities and Exchange Commission (SEC) a new weapon against insider trading. In SEC v. Contorinis, the court endorsed an expansive theory of disgorgement, allowing the SEC to require...more

Previous Environmental Convictions Considered In Jailing Of Supervisor For OHSA Offences: Court’s Reasons Now Available

A supervisor’s previous violations of the Environmental Protection Act, and failure to pay more than $50,000 in fines for those violations, were a factor in the court’s decision to send her to jail for Occupational Health and...more

Survey: 28 Reasons Why The Typical Compliance Officer’s Week Leaves Dangerously Little Time for Corporate Ethics Training

I just downloaded and read the annual Cost of Compliance survey compiled by Thomson Reuters Accelus. It’s very interesting reading for those of us in the ethics and compliance industry. In my last blog post about the ERC...more

Second Circuit Upholds SEC’s Authority to Obtain Disgorgement from Non-Trading Insider Profits Earned by Portfolio Fund from...

In SEC v. Contorinis, 2014 U.S. App. LEXIS 2927 (2d Cir. Feb. 18, 2014), the United States Court of Appeals for the Second Circuit upheld the authority of the Securities and Exchange Commission (“SEC”) to obtain...more

US Court of Appeals for the Eleventh Circuit Upholds Fraud Penalties for Ex-GlobeTel Executives

The US Court of Appeals for the Eleventh Circuit recently upheld a summary judgment decision granted in favor of the US Securities and Exchange Commission against three former GlobeTel Communications Corp. (GlobeTel)...more

U.S. Supreme Court To Decide Whether Companies And Directors Can Be Held Liable For False Opinions Or Beliefs In Registration...

On March 3, 2014, the United States Supreme Court granted certiorari to review the Sixth Circuit’s decision in Indiana State District Council of Laborers v. Omnicare, 719 F.3d 498 (6th Cir. 2013), to determine whether an...more

Collecting On Judgments Against A Member's LLC Interest

A lawyer has limited remedies to collect on a judgment from a defendant who is unwilling to pay. If the defendant holds stock in a corporation, you can execute on the shares, take possession of them, and sell them. N.C. Gen....more

It’s a Family Affair: New York Federal Court Holds that Family Relationship May be Sufficient to Qualify Employee as a...

The employment practices risk profile for companies that employ members of the same family may have just increased as a result of Dillon v. NED Management, Inc., a decision out of the Eastern District of New York. ...more

Teenage Drivers: Age an Accurate Indicator of Accident Risks

In many instances, our preconceived notions and stereotypes simply don’t reflect reality. When it comes to teenage drivers, however, our perception of them as highly dangerous is unfortunately right on the money. Indeed, the...more

Recently Proposed Treasury Regulations Regarding the Allocation of Partnership Recourse and Nonrecourse Liabilities Contain...

On January 29, 2014, the Internal Revenue Service (“IRS”) and the Treasury Department issued proposed regulations (the “Proposed Regulations”) modifying the rules under Section 752 regarding the allocation of recourse and...more

Private Actions in Competition Law: Recent Developments

Private damages actions in competition law continue to mature across Europe, with the past few months seeing some significant developments at both a national and supra-national level. This note summarises the main...more

New Temporary Regulations Expand Reach of U.S. Anti-Inversion Rules and Permit De Minimis Continuing Ownership in Foreign Acquirer

On January 16, 2014, temporary regulations were issued by the U.S. Department of the Treasury and the Internal Revenue Service (IRS) with respect to corporate inversions under Section 7874 (the "New Regulations"), which...more

Shotgun still works

A recent Ontario case illustrates that a shotgun offer doesn’t have to be perfect to be effective. In the case of Western Larch Limited v. Di Poce Management Limited, the Ontario Court of Appeal considered whether an...more

Bankruptcy Court defines limits of shareholder safe harbor in failed leveraged buyouts

An opinion issued in connection with the bankruptcy cases of Lyondell Chemical Company and its affiliates may have significant implications for shareholders who receive payments in connection with a leveraged buyout when the...more

Guarantor's "Sham Guaranty" Defense Harder To Prove

A recent case has reaffirmed lenders’ ability to require personal guarantees from principals of borrowing entities. In California Bank & Trust v. Lawlor, a California appellate court considered the enforceability of...more

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