Personal Liability Corporate Officers

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

A WARNing to Directors and Officers — Failure to give proper WARN Act notice may breach your fiduciary duty

At first glance, Stanziale v. MILK072011, looks like someone suing over a bad expiration date and conjures up images of Ron Burgundy proclaiming “milk was a bad choice.” But in actuality Stanziale is much more interesting: it...more

Will the “Yates Memo” Impact Maryland State Prosecutions?

“SEC. 3. (a) The Attorney General shall: (1) Prosecute and defend on the part of the State all cases pending in the Appellate Courts of the State, in the Supreme Court of the United States or the inferior Federal Courts,...more

The Yates Memo – A Warning to Execs and Employees: Effects of Expanding the DOJ’s Efforts to Combat Corporate Wrongdoing and Hold...

“The buck needs to stop somewhere where corporate misconduct is concerned,” said Attorney General Eric Holder in a September 17, 2014 speech to NYU School of Law. He went on to say that “corporations are structured to blur...more

Pay Attention to the Man Behind the Curtain: DOJ Memorandum Adds Further Weight to CPSC Enforcement Efforts Against Corporate...

The United States Department of Justice (DOJ) recently issued a memorandum to various enforcement agencies. The memorandum, available here, focuses on holding individuals accountable for corporate fraud and misconduct. The...more

Department Recommences Responsible Party Assessments

When the Department of Revenue transitioned trust fund taxes to its “new” integrated computerized tax system last November, it temporarily suspended the issuance of responsible party assessments. In its most recent PA Tax...more

Fourth Circuit: Business Judgment Rule May Not Protect Bank Officers in FDIC Action

Why it matters - Bank officers may be liable in a lawsuit brought by the Federal Deposit Insurance Corp. (FDIC) while the directors escaped liability, in a new ruling from the Fourth Circuit Court of Appeals interpreting...more

US Department Of Justice Targets Corporate Individuals

DOJ announces tough new approach to the investigation and prosecution of corporate officers and employees. On September 9, in a major change to its approach to the investigation of alleged corporate crime, the US...more

Executives Beware: DOJ’s New Policy Memo Signals Focus on Prosecuting Individuals

In light of the near-unbridled discretion of the U.S. Department of Justice (“DOJ”) to bring federal criminal charges, businesses and their leaders are wise to pay close attention to the prosecutor’s “playbook.” Sometimes...more

The Financial Report - Volume 14, No. 17 - September 2015 (US)

We all love to quote statistics when they tend to support whatever position we may be advocating. At the same time, however, we are often loath to take the time and effort to respond to surveys or provide information needed...more

Superior Court Explains When Officer Is Liable For Tort

This decision explains well when a corporate officer may be personally liable for a business tort under the “personal participation doctrine.” Mere knowledge of wrongdoing is not enough, but active participation is also not...more

Bank Boards and Corporate Officers Review your Policies and Procedures: Business Judgment Rule Protections May Be Loosening

A recent decision from the Fourth Circuit, Federal Deposit Insurance Corporation v. Rippy, No. 14-2078 (4th Cir. Aug. 18, 2015), may signal a weakening of the business judgment rule’s long-standing protections for corporate...more

Officer/Director Liability for Violations of the US Federal Food, Drug, and Cosmetic Act

Officers and directors of Irish and Northern Irish companies whose products would be regulated by the US Food and Drug Administration (life sciences companies, specifically) should be aware of developments on the issue of...more

Corporate Directors Are Not Personally Liable Under New Tennessee Law

A misunderstanding over recent amendments to Tennessee’s Business Corporation Act has led drafters of Public Chapter No. 60 to issue a statement emphasizing that corporate directors are not personally liable for a company’s...more

Protecting Directors and Officers From Derivative Liability Arising From Data Breaches

With data breaches affecting companies across virtually every industry, cyber security has remained front page news. Lawsuits brought by aggrieved consumers and financial institutions against companies that have suffered data...more

Avoiding Personal Liability: A Guide For Directors And Officers

According to the popular media, we are living in an era of corporate crime. Scandals like Enron, HealthSouth and WorldCom stretch so far back they seem like they are not even of this millennium. Among the milestones since...more

DOJ's Pursuit Of Admissions — And The Risks Of Settling

On March 19, 2015, the U.S. Attorney’s Office for the Southern District of New York announced a proposed settlement of a civil fraud lawsuit against a large financial institution (bank). As with many of the U.S. Department of...more

Volunteer Directors and Officers Liable to Facility Creditors

The Third Circuit Court of Appeals recently upheld a trial court’s jury verdict finding the individual board members and officers of a non-profit healthcare facility personally liable to the facility’s creditors. The board...more

Directors of Nonprofit Held Financially Liable for Relying on Incompetent Officers and Lack of Oversight

In a striking decision earlier this year, the 3rd Circuit Court of Appeals affirmed a jury’s findings of liability for breach of fiduciary duties and ‘deepening insolvency,’ and the award of $2.25 million in compensatory...more

Federal Appellate Court Ruling Sounds the Liability Alarm for Officers and Directors of Struggling Health Care Providers – Both...

Last month, the United States Court of Appeals for the Third Circuit issued an important, 28-page opinion that confirmed a jury verdict, holding former officers and directors of a not-for-profit health care provider in...more

How Recent Fiduciary Duty Cases Affect Advice To Directors And Officers Of Delaware And Texas Corporations

The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated party transactions,...more

Breaches in the Boardroom: What Directors and Officers can do to Reduce the Risk of Personal Liability for Data Security Breaches

Corporate directors and officers may increasingly be targets of shareholder derivative lawsuits in the wake of the surge of regulatory actions and private litigation around data breaches,. While no individual directors and...more

WHS Update: Officer liability - Exposure of directors and managers

The Model Act - New South Wales, Queensland, South Australia, Tasmania and the Territories have broadly similar WHS laws based on the model Act developed by Safe Work Australia (Model Act). Under the Model Act,...more

Inside M&A - Winter 2015

Recent U.S. Cases Highlight Liability Risks to Executives in Mining, Heavy Industrial Transactions - Historically, corporate executives rarely faced personal or criminal liability resulting from mining or environmental...more

Former Compliance Officer Assessed Million Dollar Penalty For Role In Company's Money Laundering Violations

Corporate officers with compliance duties, take note: you may face personal liability for your role in failing to prevent your company's violations of federal law. This new reality comes courtesy of the U.S. Department of the...more

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