“Monsters, Inc.” y el buen gobierno corporativo
Revisiting Financial Institution Incentive Compensation Rules Under Dodd-Frank — The Consumer Finance Podcast
What the Delaware McDonald's Decision Means for Corporate Officers and Compliance Programs
In the Boardroom With Resnick and Fuller - Episode 4
Compliance into the Weeds - McDonald’s and Duty of Corporate Officer Oversight
Nonprofit Basics: Designators, Members, Directors, Officers: The Who’s Who of Nonprofit Governance
How to Secure Advances to Fund Legal Fees
Change of Control: Golden Parachute Rules in the Sale Process
Bar Exam Toolbox Podcast Episode 124: Listen and Learn -- Duty of Loyalty (Corporations)
Law School Toolbox Podcast Episode 282: Listen and Learn -- Duty of Loyalty (Corporations)
The Responsible Corporate Officer Doctrine and the Food, Beverage and Agribusiness Industry — What You Need to Know
Compliance Perspectives: Compliance Challenges in India
Compliance Perspectives: The German Corporate Sanctions Act
Nota Bene Episode 94: Mapping COVID-19’s Impact on American Bankruptcy and Restructuring with Edward Tillinghast
Top Three Cybersecurity Misconceptions
D&O in Brazil and Latin America
CorpCast Episode 2: Advancement 101
Homebuilder Series Webinar: Fiduciary Duties & Auditor Liability
FCPA Compliance and Ethics Report-Episode 117-the Avon FCPA Enforcement Action
Corporate governance in the United Arab Emirates (“UAE”) and the Kingdom of Saudi Arabia (“KSA”) has seen significant evolution in recent years, with a stronger focus on accountability, transparency, and the enforcement of...more
On September 30, 2025, Judge Steven D. Grimberg of the United States District Court for the Northern District of Georgia substantially denied a motion to dismiss a putative securities class action arising out of the spinoff...more
Corporate governance & compliance preserves the corporate veil and is a duty of any officer of an LLC or Corporation. What is corporate governance and compliance, and why is it important to protect the integrity of the...more
A Sept. 17 summary judgment decision in Federal Trade Commission v. Amazon.com Inc. from the U.S. District Court for the Western District of Washington, in finding that two Amazon executives could be personally liable for...more
Texas is in the spotlight after several companies chose to move their legal home from Delaware to Texas. In 2025, Texas overhauled the Texas Business Organizations Code (the TBOC) to make the state more attractive for...more
Corporate officers execute many written contracts, but a single misstep in execution can shift liability from the company to the individual signatory. For a corporate agent, failing to properly disclose his or her office when...more
The Supreme Court of Delaware, applying Delaware law, has held that certain allegations in an underlying complaint did not constitute a separate “Claim” against an insured under the D&O policies at issue. Origis USA LLC v....more
A recent decision in an adversary proceeding in Delaware, arising from the Chapter 7 liquidation of Rosetta Genomics, Inc., serves as a cautionary tale for corporate officers and directors — especially those of parent...more
1.0 D&O Market Update - 1.1 Rates for Public Companies - The directors & officers (D&O) insurance marketplace alternates between hard, soft, and stable cycles over time. Depending on the year, various factors dominate...more
With last year’s change in administration, the appointment of Securities and Exchange Commission (SEC or the “Agency” or “Commission”) Chairman Paul Atkins, and Judge Ryan being named as enforcement director, there is much...more
In a ruling dated July 9, 2025, the Commercial Chamber of the French High Court (Cour de cassation) reiterated that, with regard to the dismissal of managers and corporate executives of a simplified joint stock company (SAS),...more
Delaware’s Court of Chancery recently refused to dismiss a fiduciary duty lawsuit against former directors and officers of a company that had allegedly allowed its regulatory compliance deficiencies to lead to its financial...more
The North Carolina General Assembly recently passed House Bill 388 (the “Act”), which was subsequently signed into law by Governor Josh Stein on June 30, 2025. Originally published on the NCBA's Bar Blog, Business Law...more
Can a bar date extinguish indemnification and contribution rights against a debtor even if the underlying lawsuit is initiated post-bar date? According to a June 2024 decision by Judge Glenn in the Silicon Valley Bank Chapter...more
On June 18, 2025, Justice Andrew Borrok of the Manhattan Commercial Division issued a post-trial decision in IGC 444 Park LLC et al. v. 444 PAS Restaurant Associates LLC et al., finding individual defendant David Moinian...more
With the deadline for mandatory use of EDGAR Next around the corner – September 15th – here are the five biggest issues we’ve been working with clients on (as told to me by Cooley’s Luci Altman), some of which mirror the “Top...more
In a real-life case of adding insult to financial injury, companies harmed by the disloyal actions of their former partners, officers, managers or employees (the “former insiders”) may also have to pay their legal fees when...more
With Delaware’s officer exculpation law now in its third proxy season, how are companies faring at the ballot box? In this week’s blog, my colleague Lenin Lopez offers insight into what’s working, what’s not, and how...more
On July 16, 2025, the US District Court for the Eastern District of New York dismissed a scheme liability claim in an enforcement action brought by the US Securities and Exchange Commission (SEC) against a company’s former...more
Retired senior executives often receive, or seek out, public company directorships as the next step in their journeys. Before accepting, they should carefully evaluate key areas to make sure they are prepared for the...more
We are very pleased to present the 2025 edition of our Luxembourg corporate law-focused case law briefing, curated by the A&O Shearman Luxembourg Corporate/M&A team. In this edition, we focus on the 2024 calendar year...more
Explore how evolving whistleblower expectations and regulatory comparisons are reshaping internal reporting systems. Join legal and compliance experts for a 45-minute session on what today’s programs need to stay competitive...more
If you have recently obtained a new position in the C-Suite, you are aware that the new position brings prestige, authority, and opportunity. But you may not be aware that as an officer of a company, you have also increased...more
It’s difficult to assess the potency of section 417(a) of New York’s LLC law. The provision starts off with a seemingly broad rule: “The operating agreement may set forth a provision eliminating or limiting the personal...more
Litigation risk is an unavoidable aspect of running a business, but with thoughtful planning, exposure can be significantly reduced. From contractual disputes to employment disputes, potential legal challenges can arise at...more