News & Analysis as of

Corporate Officers

Latham & Watkins LLP

US Deputy Attorney General Monaco Announces Revised Policies on Corporate Crime

Latham & Watkins LLP on

Updated DOJ policies will continue to focus on individual accountability and corporate recidivism, while aiming to provide additional incentives for voluntary self-reporting, foster greater transparency on use of monitors,...more

Bryan Cave Leighton Paisner

Flawed 10b5-1 plan leads to insider trading finding against executives

A recent SEC order found that two executives of Cheetah Mobile Inc. engaged in illegal insider trading when selling shares under a purported 10b5-1 trading plan. The SEC found that they established the plan after learning of...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inflation and Market Turmoil: How Directors, Officers and Other Fiduciaries Can Stay Ahead in Uncertain Times

Key Points - In light of current economic uncertainty, directors, officers and other fiduciaries should stay abreast of material information, even absent a specific actionable transaction. An analysis of audits of financial...more

Bennett Jones LLP

Court Decision Highlights "Nominee" Director Issues

Bennett Jones LLP on

Key Highlights - - Centerra Judge found the breaches of fiduciary duties the most egregious he had ever seen. - Nominee director principles in Centerra are relevant to directors of corporations governed by the Canada...more

Allen Matkins

Documents Filed With The Secretary Of State Do Not Qualify For Anti-SLAPP Protection

Allen Matkins on

An individual formed a nonprofit public benefit corporation, Xi'an Jiaotung University Alumni Association of Norther California by filing articles of incorporation with the California Secretary of State.  Thereafter, he filed...more

Practising Law Institute (PLI)

[Event] Advanced Compliance and Ethics Workshop 2022 - October 24th - 25th, New York, NY

Learn about best C&E practices from the exceptional team of Rebecca Walker and Jeffrey Kaplan of Kaplan & Walker and Julian Moore of Allen & Overy. These remarkable Co-Chairs together will be joined by a distinguished faculty...more

Eversheds Sutherland (US) LLP

The Chief Compliance Officer Who Wasn’t Framed: Applying the NSCP’s Firm and CCO Liability Framework to an SEC CCO Enforcement...

On June 30, 2022 the Securities and Exchange Commission (SEC) brought a settled enforcement case against a Chief Compliance Officer (CCO) and a Registered Investment Adviser (RIA). At first glance, the case appears...more

Allen Matkins

Is Alter Ego Coming To A City Or Town Near You?

Allen Matkins on

Historically, the alter ego doctrine has been applied to hold a shareholder or shareholders liable for the claims made against the corporation.  In general, two requirements must be met for the doctrine to be applied.  First,...more

Woodruff Sawyer

Corporate Dissolutions: D&O Protection Considerations

Woodruff Sawyer on

Many companies rely on capital raises to grow their business and bring products and services to market—but there are times that economic and financial market conditions make it difficult for companies to secure needed...more

Manatt, Phelps & Phillips, LLP

Individual Officer Can Be Liable for Unpaid Wages

Can a corporate officer be liable for an employer’s unpaid wages to an employee? Yes, a California appellate panel recently determined. ...more

Mintz Edge

Amendment to Delaware Law Permits Exculpation of Officers in Corporate Charters

Mintz Edge on

Delaware has long permitted corporations to limit or eliminate monetary liability of directors from breach of fiduciary duty of care lawsuits. However, the same protections have not been afforded to a corporation’s officers....more

Farella Braun + Martel LLP

Nonprofit Basics: Designators, Members, Directors, Officers: The Who’s Who of Nonprofit Governance

Welcome to EO Radio Show - Your Nonprofit Legal Resource, brought to you by the Exempt Organizations Group at Farella Braun + Martel. My name is Cynthia Rowland, and I'm a partner at Farella. I'm a business and tax lawyer...more

Jones Day

Delaware Authorizes 102(b)(7) Exculpation of Senior Officers

Jones Day on

In Short - The Situation: Until now, Delaware corporations could eliminate or limit monetary liability for breaches of the duty of care only by directors—but not officers. ...more

BakerHostetler

Corporate Officers May Be Exculpated from Personal Liability Under New Amendment to Delaware Law

BakerHostetler on

Key Takeaways ..Newly amended DGCL Section 102(b)(7) allows Delaware corporations to provide officers with exculpatory protections for personal monetary damages resulting from a breach of fiduciary duty in certain...more

Bryan Cave Leighton Paisner

FCA fines chair of a listed company for unlawfully disclosing inside information

The chair of a premium-listed company has been fined £80,000 for unlawfully disclosing inside information to major shareholders before the information was announced to the market. This case acts as a reminder for...more

Allen Matkins

A Key Difference Between Corporate And LLC Buyout Rights That You May Have Missed

Allen Matkins on

Both the California General Corporation Law and the California Revised Uniform Limited Liability Company Act include provisions granting shareholders/members the right to avoid a dissolution of the corporation/LLC under...more

Locke Lord LLP

Delaware Now Permits Exculpation of Corporate Officers

Locke Lord LLP on

The Delaware General Corporation Law (§ 102(b)(7)) has been amended, effective August 1, 2022, to permit exculpation of corporate officers, but in a more limited way than the exculpation of directors that has long been...more

Woodruff Sawyer

Director & Officer Liability Issues Post-Roe: Dobbs v. Jackson FAQs

Woodruff Sawyer on

Dobbs v. Jackson Women’s Health Organization is the landmark US Supreme Court decision that effectively overturned settled case law (Roe v. Wade) by holding that the United States Constitution does not confer the right to...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Blesses MFW Process and Dismisses Challenge to Stockholder-Approved Charter Amendment Extending...

On July 29, the Delaware Court of Chancery issued a noteworthy decision confirming the broad application of the "MFW" framework—based on the Delaware Supreme Court's decision in Kahn v. M & F Worldwide Corp., 88 A.3d 635...more

Shumaker, Loop & Kendrick, LLP

Corporate bankruptcy reformation in the US - Eurofenix, Summer 2022

As a result of recent high profile Chapter 11 cases, such as Purdue Pharma and Johnson & Johnson, there has been great Congressional and media attention to controversial Chapter 11 practices. These include debtors’ forum- and...more

Allen Matkins

Delaware Finally Catches Up To Nevada (Well, Not Quite)

Allen Matkins on

Yesterday, John Jenkins wrote about Delaware's decision to amend Section 102(b)(7) to permit the exculpation corporate officers. Until now, Delaware only permitted the certificate of incorporation to exculpate directors.  For...more

Wilson Sonsini Goodrich & Rosati

Delaware Implements New Amendments to the Delaware General Corporation Law

Effective August 1, 2022, the Delaware General Corporation Law (the DGCL)—the statutory code that governs Delaware corporations—has been amended to make several significant changes. Among other things, the amendments will...more

Bryan Cave Leighton Paisner

Potential reforms to the UK’s model for criminal liability: should we be concerned?

On 10 June 2022, the Law Commission published its long awaited paper setting out ten options that are available to the Government for reform of the common law principles governing corporate criminal liability in the UK. In...more

Smith Anderson

North Carolina Business Court Clarifies Corporate Director Duties of Care

Smith Anderson on

The North Carolina Business Court recently issued a lengthy opinion discussing the duties of corporate directors. Key points include: ..Directors comply with their duty to exercise adequate oversight if the board makes a...more

Allen Matkins

Why You May Not Want To Be A "Guiding Spirit"

Allen Matkins on

Last week, I wrote about California Labor Code § 558.1 which provides that an owner, director, officer, or managing agent of an employer (a "person acting on behalf of an employer") may be liable "as the employer" for...more

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Updated: Dec 28, 2021:

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Information for EU and Swiss Residents

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Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

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Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

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Contacting JD Supra

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Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

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