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...
Last year, we reviewed proxy statements filed by companies in the Silicon Valley 150 (SV150) to see whether they included an officer exculpation proposal in their proxy statements for stockholder meetings held from August 1,...more
Since 1986, Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”) has allowed corporations to include an exculpation provision in their certificate of incorporation that eliminates or limits the personal...more
The opioid crisis has garnered nationwide attention for decades and has resulted in thousands of lawsuits, subjecting pharmaceutical distributors to billions of dollars in damages. AmerisourceBergen (“Amerisource”) — one of...more
Recent rulings underscore the attention boards of directors and management must continue to pay to the risks faced by companies across all sectors of the economy and their potential impact on business operations...more
A recent Delaware Chancery Court decision highlights the liability risks faced by directors and sponsors of special purpose acquisition companies (“SPACs”) and the importance of robust disclosure in protecting against those...more
In a recent decision, the Delaware Supreme Court ruled that insuring against fraud does not per se violate Delaware public policy and held that the insured’s D&O policy covered claims alleging securities fraud. RSUI Indemnity...more
On February 26, 2020, Skadden held a webinar titled “Reevaluating the Board Risk Oversight Process: Implications of Marchand and Other Recent Developments.” The panelists were Edward Micheletti, litigation partner and...more
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
On June 18, in Marchand v. Barnhill, the Delaware Supreme Court reversed a ruling by the Delaware Court of Chancery in a shareholder derivative suit alleging a breach of the duty of loyalty. While the standard for a...more
Wisconsin courts continue to distinguish Wisconsin law from that of other jurisdictions, most notably Delaware. In late 2018, the dismissal of shareholder lawsuits against National Research Corp., or NRC, and its directors in...more
On January 4, 2019 a federal district court in California approved a $29 million settlement in a shareholder derivative lawsuit against former Yahoo directors and officers regarding high-profile data breaches at Yahoo between...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
Directors and officers are exposed to potential liability from suits by the company, shareholders, and debt holders, among others. There are, however, a number of protections available to protect the assets of directors and...more
A veil piercing claim can be a worst-case scenario for a private fund manager dealing with a struggling portfolio company investment – the company fails, and ensuing legal claims are brought not only against the portfolio...more
In In re Zagg Inc. Shareholder Derivative Action, No. 15-4001, 2016 U.S. App. LEXIS 11095 (10th Cir. June 20, 2016), the United States Court of Appeals for the Tenth Circuit held that stockholders of a Utah-based, Nevada...more
In this unusual factual circumstance, the Court denied a motion to dismiss a claim against an investment banker for aiding and abetting a board’s alleged breach of its duty to act with care. Note that the board itself was...more
Delaware law has long provided that the decisions of disinterested and independent directors who receive no special benefit from a transaction ought not be the basis of personal liability in monetary damages. To subject...more
A director’s responsibilities in serving on a corporate board are attended by substantial personal financial risks—not least of which is the specter of shareholder litigation. Exculpatory charter provisions, such as Section...more