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Corporate Governance Professional Liability

Holland & Knight LLP

SEC Cyber Enforcement Update: Which Way Are the SolarWinds Blowing?

Holland & Knight LLP on

The SEC has been aggressively pursuing cybersecurity investigations and enforcement actions against public companies and foreign private issuers. In these actions, the SEC often alleges one of two theories: 1) that the...more

Allen Matkins

Is This The Case That Ate Delaware Corporate Law?

Allen Matkins on

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

Fox Rothschild LLP

In the Boardroom With Resnick and Fuller - Episode 3

Fox Rothschild LLP on

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

Allen Matkins

Officer Exculpation Is Old News And Automatic In This State

Allen Matkins on

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

Fox Rothschild LLP

In the Boardroom With Resnick and Fuller - Episode 1

Fox Rothschild LLP on

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

Allen Matkins

Delaware Now Authorizes Exculpation Of Officers, But On What Basis?

Allen Matkins on

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

BCLP

2016 Georgia Corporate and Business Organization Case Law Developments

BCLP on

The annual survey of decisions by state and federal courts in 2016 addressing Georgia corporate and business organization issues is now available. This survey covers the legal principles governing Georgia businesses,...more

Benesch

A Warning to Public Company Insiders and Companies: Get All Beneficial Ownership Reports Filed on Time

Benesch on

In September 2014, the Securities and Exchange Commission (“SEC”) announced charges against 28 officers, directors and significant stockholders of public companies for violating federal securities laws which require such...more

Carlton Fields

The Corporate Representative’s Deposition Bill Of Rights (And Wrongs)

Carlton Fields on

Your company’s general counsel just “voluntold” you that you’re going to be deposed as the company’s representative in a court case that you’ve never heard of. What in the world is she talking about, and what will you have to...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

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Underscores Heightened Pleading Standard Necessary to Support a Claim for Breach of Fiduciary Duty In...

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

Allen Matkins

How Will The Courts Interpret This?

Allen Matkins on

I recently commented on the awkwardness of Subdivisions (a) and (b) Corporations Code Section 17703.04 that seemingly are intended to establish that the members of an LLC aren’t liable qua members for the obligations of the...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Reliance by Directors: What’s a Conscientious Director to Do?"

An Issue Needing Attention - In its recent decision in In Re Rural Metro Corporation Stockholders Litigation, the Delaware Court of Chancery, in a footnote, touches on what it means for directors to be “fully...more

McDermott Will & Emery

Who’s in Charge – Is the Board Responsible to Monitor Its Financial Advisor or Vice Versa?

McDermott Will & Emery on

In the case of In re Rural Metro Corporation Stockholders Litigation, the Court of Chancery of the State of Delaware held that the primary financial advisor retained by Rural/Metro Corporation aided and abetted the board in...more

Thomas Fox - Compliance Evangelist

Individual FCPA Enforcement Actions In 2013

This year had the largest number of individual Foreign Corrupt Practices Act (FCPA) enforcement actions since 2010, the year of the Gun Sting case. Here are the highlights of FCPA related enforcement actions against...more

Morgan Lewis

UK High Court Clarifies Scope of Directors’ Duties

Morgan Lewis on

Court holds that directors may legitimately defer to the views of fellow directors if persuaded that the views are in the best interests of the company. On 18 October, in Madoff Securities International Limited (In...more

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