News & Analysis as of

Nature of Company's Defenses Can Expand Scope of Discovery

There is no question that, in a books-and-records action, the scope of discovery is limited and such discovery is not an appropriate means of obtaining the same books and records sought in the action. In Chammas v. NavLink...more

The Small Business, Enterprise and Employment Act 2015

The Small Business, Enterprise and Employment Act 2015 (the ‘Act’) received Royal Assent on 26 March 2015 and its implementation will change a number of aspects of company law over the next 18 months. In June, Reed Smith...more

Now’s the Time to Review Compensation Arrangements Relating to Unvested Rights

Correction of Errors before Year End Could Avoid Costly 409A Penalties - Sometimes overlooked is the fact that many employment, severance and change-of-control agreements are subject to U.S. Internal Revenue Code...more

Delaware Supreme Court Explains How To Do The Director Interest Test

Deciding if a director is sufficiently tied to a controller so as to be disqualified from passing on a transaction independently is an important decision because it may determine if a derivative suit meets the demand excuse...more

Court Of Chancery Upholds Contribution Claim

This interesting decision both explains the conspiracy theory of jurisdiction and upholds an equitable contribution claim by the company required to advance fees to a director to have the director’s companies contribute...more

Marc Schoem, CPSC’s Longtime Deputy Director of Compliance, Retiring After 40 Years at CPSC; Becoming New ICPHSO Head

The consumer product safety community is a tight knit one and no one is better known or influential in the community than Marc Schoem. Marc has spent much of his 40 years at the CPSC as a key player in the Office of...more

Fraud Means a “Fairer” Price: In re Dole Finds CEO and COO Personally Liable for Over $148 Million in Damages

On August 27, 2015 the Delaware Court of Chancery issued a post-trial decision, In re Dole Food Company, Inc. Stockholder Litigation, that held two of Dole’s directors, David Murdock and Michael Carter, personally liable for...more

Arbitration Update: Clause For Concern: NSW Supreme Court Decisions a Reminder Against Boilerplate Dispute Resolutions Clauses

Two recent decisions in Australia highlight the importance of adopting caution when using boilerplate dispute resolution clauses. The Supreme Court of New South Wales' decisions in Re Ikon Group Limited (No 2) [2015] NSWSC...more

Florida’s CADRA a Powerful New Data Protection

Florida businesses will soon have an important and powerful new legal cause of action to combat unauthorized access to protected computer systems or data by employees, former employees, directors, officers, and others....more

Slowing Down the SEC Administrative Train

I am convinced that the law eventually reaches the “right” solution. There may be disastrous detours along the way, but in the end the law will adapt to reach the right result. Of course, our history is replete with instances...more

SEC Proposes Rules to Broaden Executive Compensation “Clawback” Policies Required by Dodd-Frank

In an effort to increase executive accountability and promote higher quality financial reporting, the Securities and Exchange Commission (the “SEC”) issued proposed Rule 10D-1 for comment on July 1, 2015. The SEC issued the...more

Successful Strategies for Doing Business in Asia: Singapore (Updated)


Court Of Chancery Explains “By Reason Of The Fact” Test

Former directors are entitled to advancement when they are sued “by reason of the fact” that they acted as directors in committing allegedly bad conduct. That test can be hard to apply. However, as this case makes clear, when...more

Our Picks for the August Top 10 Ethics and Compliance Articles You Don’t Want to Miss

With so many articles available every month, it’s possible that a few got buried in either your inbox or the depths of the blogosphere. But for professional growth (and a quick break from the daily grind), we all know it’s...more

CLIENT ALERT: Court Finds Dole Food Company Directors Liable; Awards $148M in Damages

In re Dole Food Company, Inc. Stockholder Litigation, Consolidated C.A. No. 8703-VCL - In re Appraisal of Dole Food Company, Inc., Consolidated C.A. No. 9079-VCL - In a much anticipated post-trial decision, the...more

Corporate Manslaughter Charge Following Death of Apprentice

On 14 July 2015 Huntley Mount Engineering ("the Company") was fined £150,000 after pleading guilty to corporate manslaughter following the death of a 16 year old, Cameron Minshull. He was employed as an apprentice, through a...more

Court Examines Disclosure Duties in Consent Solicitaion Removing Directors

In Kerbawy v. McDonnell, the Delaware Court of Chancery affirmed the validity of a solicitation of written consents that removed certain directors and appointed new directors. A key theme of the opinion is that stockholders...more

Court Poised To Decide Whether Directors Are Agents

Not quite four years ago, I wrote about whether directors are agents. The post was prompted by then Chancellor William B. Chandler III’s assertion...more

French Supreme Court rules out liability for undercapitalising companies

Minimum share capital requirements have disappeared from French legislation over the last few years, leaving the société anonyme as the last and only commercial company with such a requirement, set by the French Commercial...more

Conflicts of Interest: When You're Having Too Much Fun at That Business Lunch

How should fund directors monitor gifts and entertainment received by investment adviser personnel? This question moved to the forefront in February, when the Securities and Exchange Commission’s Division of Investment...more

Delaware Expands Jurisdiction Over Directors

A recent but little-known decision by a Delaware court may have substantially expanded the state's jurisdiction over the directors of a Delaware corporation. Delaware has long had a director-consent-to-service statute: 10...more

The Perils of an Attorney Joining a Corporate Board

From time to time, attorneys are asked to serve as corporate directors or officers. Watch out—there may be some serious perils involved for the attorney and his or her law firm....more

Convent, Katy Perry at Center of L.A. Archdiocese Dispute

Greenberg Glusker partner Bernard Resser was quoted in a story that ran in the Daily Journal July 21st about who controls the sale of a Los Feliz convent. In a Petition filed by Greenberg partners Brian Davidoff and Resser...more

The Claws Are Out – SEC Proposes Clawback Regulations Under Dodd-Frank

Five years after the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), the U.S. Securities and Exchange Commission (“SEC”) has issued the last of its proposed rules to implement the...more

SEC Proposes Rules on Clawback Policies

What you need to know: On July 1, 2015, the SEC proposed rules, provided for as part of the Dodd-Frank Act, that will require companies listed on US stock exchanges to adopt, enforce and disclose policies with respect to...more

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