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...
In August 2022, the Delaware General Assembly amended the Delaware General Corporation Law (“DGCL”) to allow corporations to adopt charter provisions exculpating certain officers from personal liability for monetary damages...more
If the trustee in breach of trust conveys the trust property to a third party to the trust relationship, would the transferee be a necessary party to any action for breach of trust that the trust beneficiaries might bring?...more
In Breen v Foremost Industries Ltd, 2023 ABKB 552, the Court of King’s Bench of Alberta dismissed the claim of a President and CEO that he had been wrongfully dismissed from his employment, finding that his employment had...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
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
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
The North Carolina Business Court recently issued a lengthy opinion discussing the duties of corporate directors. Key points include: ..Directors comply with their duty to exercise adequate oversight if the board makes a...more
McGlinchey’s Commercial Law Bulletin is a biweekly update of recent, unique, and impactful cases in state and federal courts in the area of commercial litigation. We’re pleased to expand our Commercial Law Bulletin from its...more
In this week’s episode, Andrea Cunha outlines some of the key considerations directors and officers should assess when their company is approaching insolvency, including how to evaluate financial distress of the company, the...more
As venture-backed companies increasingly face the prospect of a down round, directors, management and controlling shareholders must understand the lurking liabilities and follow appropriate procedures. Corporate boards...more
During economic downturns, private technology companies often seek emergency funding from existing VC and growth equity investors. These financings, sometimes called “inside rounds,” create conflicts of interest for boards...more
Given the uncertainty of the effects of this pandemic on markets and industries in the U.S. and around the world, many businesses are now confronting significant and unique challenges which are causing financial distress...more
The fiduciary duty of care has become more aspirational than a real legal basis for potential director liability in M&A in the Age of DGCL Section 102(b)(7), Corwin v. KKR Financial Holdings LLC (Del. 2015) and In re Volcano...more
NRS 78.138(7)(b) provides that, with certain specific statutory exceptions, a director or officer of Nevada corporation is not individually liable to the corporation or its stockholders or creditors for any damages as a...more
The Advocate General (AG) says the standard contractual clauses (SCCs) are valid but, where circumstances in the destination third country mean the SCCs would be breached or impossible to abide by, there is an obligation on...more
Lawyers are often asked to serve on Boards of nonprofit corporations and if they do so, they will often be asked by other directors about the potential individual liability of a director for actions of the nonprofit, for...more
This booklet is intended as a basic guide to host liability, which is the potential for personal and corporate liability for injuries sustained by employees, clients and other persons as a result of alcohol intoxication. This...more
Why is there a rise in sales representatives being sued in medical device product liability cases? Robyn Maguire: Five to ten years ago, the primary reason sales representatives were sued in product liability cases was...more
What Private Equity Funds Should Know About ERISA: Basics of ERISA Coverage - The Employee Retirement Income Security Act of 1974, as amended (ERISA) imposes numerous duties on fiduciaries holding employee benefit...more