Guidepost in Motion: Off The Chain Part 2 Innovations and Best Practices in Crypto and Blockchain
Cyberside Chats: Don’t silo your risk from legal (with Ingrid Rodriguez)
Digging Deeper Episode 10: Misguided or Misconduct? Understanding Bad Behavior in the Corporate World
M365 in 5 – Part 7: Teams Audio/Video (A/V) Conferencing
M365 in 5 – Part 6: Teams Channels – The virtual collaboration workspace
M365 in 5 – Part 5: Teams Chats – Modern communications
M365 in 5 – Part 4: Teams – An introduction to collaboration
M365 in 5 – Part 3: OneDrive for Business – Protected personal collaboration
M365 in 5 – Part 2: SharePoint Online – The new file-share environment
M365 in 5 – Part 1: Exchange Online – Not just a mailbox
Sitting with the C-Suite: Differentiating Through Client Service
Sitting with the C-Suite: Culture Integration in a Remote Work Environment
Sitting with the C-Suite: HaystackID and NightOwl Merger Overview
Sitting with the C-Suite: Managing through Challenging Times? Focus on the Key Three
Nota Bene Episode 91: China Q3 Check In - Trade Wars, GDP Growth, Pandemic Comparatives, and Hong Kong with Michael Zhang
Sitting with the C-Suite: COVID 19 Impact – Four Sectors of Change for the Legal Industry
Sitting with the C-Suite: Legal Industry Technology Adoption
Sitting with the C-Suite: Trial Prep as a Launchpad for Services
Sitting with the C-Suite: eDiscovery Observations – Historical Lookback to 1990s and 2000s
Sitting with the C-Suite: Servient – What’s Next
On January 14, 2025, the Internal Revenue Service (the “IRS”) issued new proposed regulations under section 162(m) of the Internal Revenue Code (the “Code”), supplementing regulations already in effect. Under section 162(m),...more
The California General Corporation Law requires that a California corporation have a secretary. Cal. Corp. Code § 312(a)(2). The CGCL, however, says nothing about a chief legal officer. Indeed, many corporations do not...more
Delaware practitioners and legal scholars are digesting the implications of SB 313 which adds a new Section 122(18) to the Delaware General Corporation. According to the bill's synopsis, this new provision...more
Last Friday, June 9, Texas Governor Greg Abbott signed Texas House Bill 19, which codifies a business court system in Texas. Similar to the commercial court systems that exist in Delaware and New York, Texas's business court...more
The Florida Supreme Court on Aug. 26, 2021, amended the Florida Rules of Civil Procedure to codify the apex doctrine and "protect high-level corporate officers from the risk of abusive discovery, while still honoring opposing...more
One difficulty of answering the question of whether a general counsel is a corporate officer is that the California General Corporation Law does not define "officer". Corporations Code Section 312(a) requires a corporation...more
Special committees have evolved as a key corporate governance mechanism to assist boards of directors in discharging their fiduciary duties. Applicable securities laws mandate the use of special committees in connection with...more
The issue of chief compliance officer (CCO) liability has long been debated; it has become a grave concern for CCOs, CEOs, and other C-suite executives who put on “too many hats” within an organization and take on the firm’s...more
On January 25, 2023, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery denied a motion to dismiss a derivative suit brought by stockholders asserting breach of fiduciary duty claims against a former officer...more
Non-director officers may face liability for failing to properly oversee the corporation’s affairs and ignoring “red flags” within their “areas of responsibility.” Key Points: ..The McDonald’s Corporation’s response...more
Yesterday's post discussed a recently introduced bill that would amend California's Political Reform Act of 1974, among other things, to prohibit contributions by a "foreign-influenced business entity", as defined, in...more
The Supreme Court of Georgia recently issued a decision on whether the Apex Doctrine - a theory under which high-ranking corporate executives and government officials may not be compelled to sit for depositions if they lack...more
On June 1, 2022, the Georgia Supreme Court issued a ruling that has the potential to significantly impact discovery in Georgia courts. In Gen. Motors, LLC v. Buchanan, No. S21G1147, 2022 WL 1750716 (Ga. June 1, 2022), the...more
On September 20, 2021, the Delaware Supreme Court overruled its 2006 decision in Gentile v. Rossette, eliminating so-called "dual natured" simultaneous direct and derivative claims for breach of fiduciary duty. The decision...more
On July 1, 2015, the SEC issued proposed rules implementing Section 954 of the Dodd-Frank Act, which would obligate national securities exchanges to adopt listing standards that require listed companies to adopt and disclose...more
How Are Compliance Budgeting and Compliance Officer Autonomy Tied Together When Assessing Compliance Effectiveness? The Department of Justice (“DOJ”)’s compliance program evaluation identifies the need to allocate...more
Although it has become common for corporate directors and officers to face claims seeking to hold them personally liable for alleged damages resulting from actions taken in their official capacity, it wasn’t always this way....more
The Situation: The UK government has proposed several corporate governance reforms in an effort to improve transparency and accountability in private and public employers....more
One of the primary functions of an executive risk liability policy, such as a directors and officers (“D&O”) liability policy, is to protect companies from the risk of covering costs incurred in the defense of its corporate...more
We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments. In This Issue: - Q&A...more
Earlier this year, in a consolidated breach of fiduciary duty and appraisal action, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a post-trial opinion that includes many important takeaways for...more
Since at least the market crisis there has been a clamor to convict senior corporate officials of federal felonies – or at least name them in a civil law enforcement action by the SEC or another agency. For years the...more
When the Department of Revenue transitioned trust fund taxes to its “new” integrated computerized tax system last November, it temporarily suspended the issuance of responsible party assessments. In its most recent PA Tax...more
Alleged Flash Crasher's Formal Indictment Provides More Details Regarding His Purported Spoofing - The US Department of Justice filed a formal indictment against Navinder Singh Sarao in a US federal court in Chicago on...more
In proposing executive compensation recoupment rules, the Securities and Exchange Commission either overlooked or failed to recognize an important legal distinction. The proposed rules would require national securities...more