News & Analysis as of

Professional Liability Directors

Bryan Cave Leighton Paisner

2015 Georgia Corporation and Business Organization Case Law Developments

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

Orrick, Herrington & Sutcliffe LLP

Delaware Court Dismisses Action Against Seller's Directors and Financial Advisor, And Finds That Large Stockholder's "Side Deals"...

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

Mintz - Privacy & Cybersecurity Viewpoints

Court Dismisses Shareholder Derivative Action Targeting Directors and Officers for Data Breaches

A federal district court in New Jersey has dismissed with prejudice a shareholder derivative suit, Palkon v. Holmes, No. 14-CV-01234 (SRC) (D.N.J.), that tried to blame the directors and officers at hospitality company...more

Dorsey & Whitney LLP

The SEC Gets Serious About Late Beneficial Ownership Reporting

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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

Allen Matkins

Company Sues Former Officer For Failing To File Form 4s

Allen Matkins on

A complaint filed in the Central District of California caught my eye because it involved the rather unusual circumstance of a corporation suing a former director and officer for, among other things, failing to file reports...more

Bennett Jones LLP

Roitelman: Director Not Liable Where Employee Engages In Deceit

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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

Bracewell LLP

Delaware Court Clarifies Director and Officer Liability in M&A Transactions

Bracewell LLP on

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

Mintz - Privacy & Cybersecurity Viewpoints

Cyber Risks for the Boardroom Part 3: Top Questions Directors Should be Asking about D&O Coverage

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

Mintz - Privacy & Cybersecurity Viewpoints

Cyber Risks for the Boardroom Part 2: Why Corporate Directors Should be Concerned About Data Security Breaches

All this week, we are featuring a series “Cyber Risks – Director Liability and Potential Gaps in D&O Coverage” Part 2 of 5: Why Directors Should Be Concerned...more

Troutman Pepper

U.S. Supreme Court To Decide Whether Companies And Directors Can Be Held Liable For False Opinions Or Beliefs In Registration...

Troutman Pepper on

On March 3, 2014, the United States Supreme Court granted certiorari to review the Sixth Circuit’s decision in Indiana State District Council of Laborers v. Omnicare, 719 F.3d 498 (6th Cir. 2013), to determine whether an...more

Dorsey & Whitney LLP

SEC Names Company, Eight Directors and Officers In Financial Fraud Actions

Dorsey & Whitney LLP on

Since the market crisis enforcement officials have heard repeated calls to prosecute not just companies but high ranking corporate officials. While the Commission brought a series of market crisis actions against firms and...more

Eversheds Sutherland (US) LLP

Eleventh Circuit Rejects Extension of the “No Duty” Rule and Allows D&Os to Pursue State-Law Defenses Based on FDIC Conduct

In a decision announced at the end of 2013 in the case of FDIC v. Steven Skow, et al., the U.S. Court of Appeals for the Eleventh Circuit rejected an argument proposed by the Federal Deposit Insurance Corporation (FDIC) that...more

Katten Muchin Rosenman LLP

Eleventh Circuit Upholds Directors’ Affirmative Defenses Based on FDIC’s Post-Receivership Conduct

The US Court of Appeals for the Eleventh Circuit recently issued the first appellate decision holding that, in actions brought by the Federal Deposit Insurance Corporation (FDIC), the officers and directors of failed banking...more

Katten Muchin Rosenman LLP

Corporate and Financial Weekly Digest - Volume IX, Issue 3

In this issue: - CFTC Issues No-Action Relief to FCMs Relating to Enhanced Customer Protection Rules - Eleventh Circuit Upholds Directors’ Affirmative Defenses Based on FDIC’s Post-Receivership Conduct -...more

Polsinelli

Regulators’ New Focus On Director And Officer Liability Insurance; Other Considerations

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The Federal Deposit Insurance Corporation (the “FDIC”) issued an advisory statement on October 10, 2013, titled “Director and Officer Liability Insurance – Policies, Exclusions, and Indemnification for Civil Money Penalties.”...more

Bradley Arant Boult Cummings LLP

FDIC Bars Financial Institutions from Purchasing Insurance Coverage for Civil Monetary Penalties for Directors and Officers: FDIC...

We recently notified you of the FDIC’s Financial Institution Letter 47-2013 , which urges directors and officers of financial institutions to examine their institutions’ directors and officers (D&O) insurance coverage to...more

Pillsbury Winthrop Shaw Pittman LLP

China Business Series: Directors and Supervisors

Every Chinese company, including subsidiaries established in China by foreign companies, is required to have a board of directors and a board of supervisors. Multinationals should understand the responsibilities and...more

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