In the Boardroom With Resnick and Fuller - Episode 3
In the Boardroom With Resnick and Fuller - Episode 1
The Sanity of Bank Directors
The Insider Trading Cartoon Series, Vol. 13 -- The Barry Switzer Story
Internal Investigations: The Impact of the Yates Memo, the FCPA Unit Pilot Program and Recent Legal Decisions
Variables Affecting Medical PL Settlement Values
Prior & Pending Litigation
Homebuilder Series Webinar: Fiduciary Duties & Auditor Liability
Claims: Government Investigations, Enforcement and Triggering Insurance Coverage Under D and O Insurance
In a recent feature published by the Washington Legal Foundation, UCLA Professor Stephen Bainbridge casts a jaundiced eye toward Vice Chancellor J. Travis Laster's recent ruling in In re McDonald's Corp. Stockholder Deriv....more
A podcast series in collaboration with PLUS, the Professional Liability Underwriting Society. Episode Three Episode three discusses why boards and officers need to be particularly thoughtful about the topics of diversity,...more
Delaware's decision last summer to amend Section 102(b)(7) to permit the exculpation of certain officers for direct (but not derivative) stockholder suits for monetary damages for breach of fiduciary duty is attracting a...more
A podcast series in collaboration with PLUS, the Professional Liability Underwriting Society. Episode One Resnick and Fuller focus on two shareholder lawsuits that illustrate the impact of COVID on the responsibilities of...more
Effective August 1, 2022, Delaware amended Section 102(b)(7) of its General Corporation Law to allow a Delaware corporation to include in its certificate of incorporation a provision exculpating certain of its officers. ...more
Historically, the alter ego doctrine has been applied to hold a shareholder or shareholders liable for the claims made against the corporation. In general, two requirements must be met for the doctrine to be applied. First,...more
Lenders and other constituencies will under certain circumstances request and be granted “board observer” rights pursuant to a loan agreement or other contract. The potential legal liability of board observers under various...more
On today's podcast, hosts Jonathan Hightower and Rob Klingler discuss the kickoff to the college football season and delve further into Jonathan's article on BankBryanCave.com this week responding to a WSJ Op-Ed by fellow...more
It can be a challenge, when economic times are relatively good, to take time away from thinking about new opportunities to discuss topics like D&O insurance. Even though I am biased, I’ll admit that, in those times,...more
In an October 1st decision (In re Zale Corporation), the Delaware Chancery Court dismissed claims that Zale Corporation’s directors breached their fiduciary duties in connection with Zale’s agreement to merge with Signet. ...more
Private equity funds, and individuals affiliated with fund sponsors, are increasingly being named as defendants in lawsuits involving their portfolio companies. This litigation risk arises most frequently where a fund...more
NRS 78.138(1) imposes two explicit duties on directors in the exercise of their powers: they must act in good faith and with a view to the interests of the corporation. This contrasts with Delaware case law which speaks of a...more
On October 24, 2014, the Delaware Court of Chancery issued a decision, In Re: Crimson Exploration Inc. Stockholder Litigation, addressing when: (i) a stockholder with less than majority voting power may be deemed a...more
Earlier this month, the Securities and Exchange Commission announced enforcement charges against 28 officers, directors and significant shareholders, including hedge funds and large financial institutions, for failing to...more
The director of the SEC’s Division of Enforcement, Andrew Ceresney, said that using quantitative analytics the SEC has identified various individuals and companies with especially high rates of filing deficiencies and...more
On September 10, 2014, the Securities and Exchange Commission (“SEC”) announced charges against 28 directors, officers and significant shareholders of public companies for repeated failures to timely report their share...more
If a corporation is the target of a cyberattack resulting in a data breach, its board may be the target of a shareholder derivative action claiming breach of fiduciary duty. A recent example is Palkon v. Holmes, No....more
In its recent, highly anticipated decision in Halliburton Co. v. Erica P. John Fund, the U.S. Supreme Court declined an invitation to overturn the so-called “fraud on the market” presumption applicable to securities class...more
Chapter 5 of the California Corporations Code imposes specific limitations on “distributions to shareholders”, a term defined in Corporations Code section 166. Directors who approve the making of any distribution to...more
The Tax Court of Canada recently considered whether a director could establish a due diligence defence with respect to unremitted source deductions where the responsibility for remittance lay with an employee in Roitelman v....more
In Chen v. Howard-Anderson, 87 A.3d 648 (Del. Ch. 2014), the Delaware Court of Chancery (Laster, V.C.) held that directors and officers can be held liable for their participation in a change-of-control transaction if their...more
As a company prepares for an IPO, the last thing to sometimes be considered is the potential of future litigation. Although going public can of course be a very good thing for a company, its directors, its initial investors...more
In Houseman v. Sagerman, C.A. No. 8898-VCG, 2014 WL 1478511 (Del. Ch. Apr. 16, 2014), the Delaware Court of Chancery (Glasscock, V.C.) granted, in part, a motion to dismiss filed by certain directors and the financial advisor...more
Our series “Cyber Risks – Director Liability and Potential Gaps in D&O Coverage” continues – Part 3 of 5: Top Questions Directors Should Be Asking About D&O Coverage Directors never want to be in the unenviable...more
On March 25, 2014, Daniel Loeb’s Third Point LLC filed suit against Sotheby’s and its directors in Delaware’s Court of Chancery to invalidate Sotheby’s poison pill. The board of Sotheby’s adopted the poison pill this past...more