News & Analysis as of

Board of Directors Corporate Misconduct

Hogan Lovells

Federal district court denies Target’s motion to dismiss securities claims related to one of its ESG and DEI Initiatives

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In Craig v. Target Corporation, et al., the District Court for the Middle District of Florida considered whether Target Corporation (Target) committed securities violations by failing to disclose risks related to an ESG and...more

Allen Matkins

What Vice Chancellor Strine Got Wrong In Massey Energy Co.

Allen Matkins on

Vice Chancellor Leo Strine famously wrote that "Delaware law does not charter law breakers".  In re Massey Energy Co., 2011 WL 2176479, at *20 (Del. Ch. May 31, 2011).  Professor William J. Moon picks up on this theme in a...more

King & Spalding

Delaware Chancery Court Rules that Creditor Aided and Abetted a Breach of the Fiduciary Duty of Loyalty

King & Spalding on

On November 15, 2024, the Delaware Chancery Court ruled that a creditor aided and abetted a breach of fiduciary duty. The lawsuit came after Versa Capital Management LLC bought debt owed by BridgeStreet Worldwide, Inc., with...more

Fenwick & West LLP

Delaware Supreme Court Provides Much-Anticipated Clarity on Reincorporations

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This case stems from the proposed reincorporations of Tripadvisor, Inc. and Liberty TripAdvisor Holdings, Inc. from Delaware to Nevada, which were first presented to the corporations’ respective stockholders for approval in...more

Hogan Lovells

Delaware court finds corporate charter cannot incorporate private agreement by reference

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In Seavitt v. N-able, 321 A.3d 516 (Del. Ch. 2024), decided prior to the amendment of the Delaware General Corporate law to add Section 122(18), the Delaware Court of Chancery held that the “public nature of a charter” means...more

Society of Corporate Compliance and Ethics...

The CCO departure bonus: A revolutionary tool for ethical corporate governance

Sarah Chen, the newly appointed chief compliance officer (CCO) at Granite Oil Corp, sat across from the board of directors, her heart racing. The company was on the brink of closing a lucrative deal in an emerging market, but...more

Allen Matkins

As Predicted, Silicon Valley Bank Failure Will Test Fiduciary Duties Of Officers And Directors Under California Law

Allen Matkins on

Late last year, I wrote that the the Board of Directors of the Federal Deposit Insurance Corporation had voted unanimously to approve the staff’s request for authorization to file a suit against six former officers and 11...more

BCLP

Regulatory Focus on Non-Financial Misconduct: Where are we headed in 2025?

BCLP on

The FCA’s focus, in the six years since #MeToo began, upon tackling ‘non-financial misconduct’ (broadly, poor interpersonal behaviour) in the financial services sector has sometimes been said to be a bit odd and/or not the...more

Bennett Jones LLP

Can Business Conducted at Invalid Corporate Meetings Still be Valid and Effective? The BC Court of Appeal Says "Yes"

Bennett Jones LLP on

In Yinghe Investment (Canada) Ltd. v CCM Investment Group Ltd., 2024 BCCA 285 (CCM Investment), the BC Court of Appeal upheld the chambers judge’s decision, ruling that: (1) an annual general meeting (AGM) and subsequent...more

Balch & Bingham LLP

In ‘Case’ You Missed It: Alabama Supreme Court issues opinion clarifying the rules controlling nonprofit corporation governance

Balch & Bingham LLP on

If you have ever been to the Flora-Bama, chances are you have passed by the Caribe Resort in Orange Beach, AL. The Caribe, like many beach resorts, is a condominium building containing individually owned residential units...more

Nelson Mullins Riley & Scarborough LLP

I Want You to Want Me. But I Don’t Need You to Need Me: Manti Holdings v. The Carlyle Group and the Meaning of Non-Ratable Benefit...

Delaware’s rigorous fairness standards for transactions involving controlling shareholders have recently come to the forefront of the Chancery Court’s docket. The Transaction...more

Woodruff Sawyer

Calm Before the Storm: Building Crisis Resilience for Boards and Management Teams

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Corporate crises happen—and that means we have to plan for them. While it isn’t practical to prepare for every possible corporate crisis, there are steps that boards and management teams can take to be better prepared. In...more

Alston & Bird

New York Passes New Removal Procedures for Officers, Directors, Trustees, and Partners of Any Entity Regulated by Department of...

Alston & Bird on

What Happened? On December 21, 2024, New York Governor Kathy Hochul, signed into law, S7532, which repealed the existing section of the Banking Law addressing the removal of officers, directors, and trustees of banking...more

Allen Matkins

Court Rules That When Profits Are Hypothetical There Can Be No Civil Theft

Allen Matkins on

Under California Penal Code Section 496(a) a person who buys or receives any property that has been stolen or that has been obtained in any manner constituting theft or extortion, knowing the property to be so stolen or...more

WilmerHale

FCA Survey Results Reveal Rise In Nonfinancial Misconduct

WilmerHale on

Make no mistake, nonfinancial misconduct remains at the top of the Financial Conduct Authority's agenda. Originally published in Law360 - November 26, 2024....more

A&O Shearman

Germany: Immediate dismissal of board member for email forwarding to personal account

A&O Shearman on

During an investigation, it is not uncommon to discover that an individual has forwarded business emails to their private email address. This ruling from the Higher Regional Court Munich shows the potential implications of...more

Allen Matkins

When Dismissing A Case Violates Due Process

Allen Matkins on

When a shareholder sues derivatively, the shareholder is seeking relief not for itself, but for the corporation.  Therefore, it should be expected that the shareholder is not free to compromise or dismiss the suit absent...more

Vinson & Elkins LLP

[CLE Hybrid Event] Conducting Effective and Efficient Internal Investigations - October 24th, Houston, TX

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Internal investigations are key to good corporate governance when a board of directors is presented with credible allegations of misconduct. An effective internal investigation equips the company with information necessary to...more

Society of Corporate Compliance and Ethics...

[Virtual Event] Compliance & Ethics Essentials Workshop - December 2nd - 5th, 8:00 am - 5:00 pm CT

Learn the key principles of compliance - no travel required! If you’re new to or have minimal experience in compliance management don’t miss this opportunity to build the foundational knowledge you need! SCCE’s four-day...more

Society of Corporate Compliance and Ethics...

[Virtual Event] Compliance & Ethics Essentials Workshop - August 5th - 8th, 8:00 am - 5:00 pm CT

Learn the key principles of compliance - no travel required! If you’re new to or have minimal experience in compliance management don’t miss this opportunity to build the foundational knowledge you need! SCCE’s four-day...more

J.S. Held

INDEPTH FEATURE: Corporate Fraud & Corruption 2024

J.S. Held on

To what extent are boards and senior executives in your country of focus taking proactive steps to reduce incidences of fraud and corruption from surfacing within their company? Over the past several years, there has been...more

NAVEX

Risk & Compliance as a Strategic Imperative for the Board

NAVEX on

In an era marked by heightened global regulatory scrutiny and enforcement, the landscape of risk and compliance is undergoing an evolution making the strategic imperative for effective, risk-based compliance initiatives...more

Society of Corporate Compliance and Ethics...

[Virtual Event] Compliance & Ethics Essentials Workshop - May 13th - 16th, 9:00 am - 3:00 pm CT

SCCE’s four-day Compliance & Ethics Essentials Workshop provides comprehensive education on the core elements of a compliance program in a convenient virtual format. The curriculum is ideal for those new to or with little...more

Sheppard Mullin Richter & Hampton LLP

The Close-Out Debrief

Investigations are stressful for an organization’s leadership. But what is often overlooked is that they are stressful for an organization’s employees as well. The need-to-know nature of internal investigations usually...more

Thomas Fox - Compliance Evangelist

Leadership’s Conduct at the Top

The 2022 Monaco Memo emphasized the basic point that the key to every company is culture. The bottom line is that corporate culture matters and corporate culture that fails to hold individuals accountable, or fails to invest...more

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