Takeaways From Recent Claims Against Mark Zuckerberg and Facebook – Mitigating the Heightened Risk of Privacy Suits Against Individual Directors and Officers
Law School Toolbox Podcast Episode 280: Listen and Learn -- Piercing the Corporate Veil
Bar Exam Toolbox Podcast Episode 120: Listen and Learn -- Piercing the Corporate Veil
Compliance Perspectives: Compliance Officer Liability Risk
Lawyers on Tap: Tap Tips for Entity Formation and Taxation
FCPA Compliance Report-Episode 329, James Koukios
The Insider Trading Cartoon Series, Vol. XII -- The Innocent Intermediary
FCPA Compliance and Ethics Report-Episode 172-Scott Killingsworth on Personal Liability of CCOs
FCPA Compliance and Ethics Report Episode 129-Judge Rakoff, Judge Leon and Individual Prosecutions Under the FCPA
FCPA Compliance and Ethics Report-Episode 122-with Matt Kelly on Alstom, Avon and Petrobras
What Are the Drastic Ramifications of the New York State Anti-Money Laundering Actions and Penalty Enforcement?
Before committing to a franchise business, consider...
Human Resources Executives and Chief Compliance Officers now face the potential for increased personal liability following a first-of-its-kind decision from a Delaware court, which established the fiduciary duty of oversight...more
A recent Delaware Court of Chancery decision exposes corporate officers to significant liability for breach of fiduciary duties and indicates a trend in Delaware courts in which it is now possible for plaintiffs to assert and...more
Effective August 1, 2022, Delaware amended its General Corporation Law (the "DGCL") to permit the certificate of incorporation of a Delaware corporation to provide for exculpation of officers from liability to the corporation...more
For more than 35 years, Section 102(b)(7) of the General Corporation Law of the State of Delaware (DGCL) has permitted a Delaware corporation to include a provision in its certificate of incorporation that eliminates or...more
Overview - Delaware General Corporation Law (the “DGCL”), Section 102(b)(7) was revised as of August 1, 2022, to allow Delaware corporations to provide their officers with exculpatory protections for personal monetary...more
Delaware has long permitted corporations to limit or eliminate monetary liability of directors from breach of fiduciary duty of care lawsuits. However, the same protections have not been afforded to a corporation’s officers....more
Key Takeaways ..Newly amended DGCL Section 102(b)(7) allows Delaware corporations to provide officers with exculpatory protections for personal monetary damages resulting from a breach of fiduciary duty in certain...more
Health care provider boards of directors have been put on notice—given these two recent Delaware court decisions - Clovis and Marchand—that courts may be willing to significantly extend a corporate board’s Caremark duty to...more
A Singaporean construction company in liquidation has successfully sued one of its former directors for failing to act in the best interests of the company, highlighting the importance of directors being aware of, and...more
Alleged workplace harassment is not a new phenomenon, but in the wake of allegations of sexual misconduct in the corporate context, plaintiffs increasingly are targeting an expanded group of defendants, including public...more
The Court of First Instance’s decision has important implications for directors of listed companies when failing to act in the best interests of the company. Background - On July 15, 2015, the Securities and Futures...more
Exculpation provisions in operating agreements must be carefully crafted in order to protect members, managers, directors and officers for breaches of fiduciary duties...more
On June 16, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery dismissed breach of fiduciary duty and other claims brought derivatively against the directors and former chief financial officer of...more
This survey covers the legal principles governing Georgia businesses, their management and ownership. It catalogs decisions ruling on issues of corporate, limited liability company and partnership law, as well as transactions...more
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
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
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
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
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