News & Analysis as of

Personal Liability Publicly-Traded Companies

Venable LLP

Indemnification Agreements under Maryland Law: Additional Protection for Directors and Officers

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As scrutiny of public companies continues to increase, it is important for directors and officers to understand the full range of protections from personal liability available to them and for a company to be cognizant of its...more

BCLP

UK Corporate Briefing - August 2024

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Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue we discuss...more

Mayer Brown

Developments and Trends in Delaware Officer Exculpation Charter Amendments

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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

A&O Shearman

Personal Liability of Directors for Climate Strategy: Landmark Case against Energy Company Board

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In a potentially precedent-setting case, 11 directors of global energy company Shell Plc (formerly Royal Dutch Shell Plc) are being sued in their personal capacity over the company’s energy transition strategy. The claim,...more

Woodruff Sawyer

Boards Buy D&O Insurance—Shouldn’t Trustees Also be Protected?

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Directors and officers (D&O) liability insurance is designed to protect management from personal liability for a claim resulting from an alleged breach of fiduciary duty while managing the operations of a company. The...more

Katten Muchin Rosenman LLP

Directors' Duties Under English Law — How to Lead in Difficult Times

Elon Musk recently said he has a "super bad feeling" about the economy, pithily declaring what most financial commentators have been predicting in more technical terms....more

Pillsbury Winthrop Shaw Pittman LLP

When the Negotiator of Deal Terms Is Negotiating Personal Compensation: Lessons for Board Members

Delaware Supreme Court reinstates case alleging fiduciary breach for failure to disclose CEO’s post-merger compensation discussions. Deal negotiators should take care not to negotiate their own post-closing compensation...more

Pillsbury Winthrop Shaw Pittman LLP

Down Rounds—Potential Liabilities and Strategies to Address Them

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

Fenwick & West LLP

Want to Join a Corporate Board? Here's How

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As scrutiny of public company leadership increases, corporations are feeling the pressure to get out ahead of criticism by examining and adjusting the makeup of their boards. This makes 2020 a great time for business leaders...more

Stinson - Corporate & Securities Law Blog

Delaware Supreme Court Examines Director Liability for Acquisitions

In McElrath v. Kalanick et al, the Delaware Supreme Court examined the liability of directors of Uber for an acquisition.  The case arose out of Uber’s acquisition of Ottomotto LLC.  Otto was founded by Anthony Levandowski, a...more

Polsinelli

SDNY Rejects Director Liability for Sarbanes-Oxley Whistleblower Claims, Creating a Split Among Federal District Courts

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Public company directors, who are under constant threat of claims, received welcome news earlier this month.  On December 9, 2019, the U.S. District Court for the Southern District of New York ruled that corporate directors...more

Eversheds Sutherland (US) LLP

Facebook’s settlements with the Federal Government - Key takeaways for all companies to consider

On July 24, 2019, both the Federal Trade Commission (FTC) and the Securities and Exchange Commission (SEC) announced landmark settlements with Facebook. The agreements were significant not only because of the hefty fines...more

Pillsbury - Policyholder Pulse blog

The Private Vs. Public D&O Insurance Forum: Important Considerations for Companies Looking to Avoid Growing Pains

Although it has become common for corporate directors and officers to face claims seeking to hold them personally liable for alleged damages resulting from actions taken in their official capacity, it wasn’t always this way....more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2019 Insights: Expanding Theories of Liability in the #MeToo Era

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

Dechert LLP

SEC Enforcement Division Releases 2018 Annual Report

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On November 2, 2018, the SEC Enforcement Division (“Division”) released its Annual Report summarizing the past year’s enforcement activity. In the 2018 fiscal year, the first full fiscal year that Stephanie Avakian and Steven...more

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