News & Analysis as of

Corporate Officers

Eliminating Fiduciary Duties in a Closely Held Business

by Burns & Levinson LLP on

Longstanding Massachusetts law holds that officers, directors, partners, and even equity holders in closely held corporations owe their respective entities and related equity holders a fiduciary duty to act with the utmost...more

A Primer for In-House Counsel: Corporate and Financial Crimes, Part 1: : Criminal Law 101

What Statutes Set Out Criminal Offences in Canada? Canada’s criminal law is set out in the Criminal Code. The Criminal Code is made by Parliament and applies equally in every province and territory. The Criminal Code...more

Fifth Circuit Affirms Dismissal of Claims Relating to Pre-Petition Payments to D&O’s

The Fifth Circuit, in In the Matter of: ATP Oil & Gas Corp. (Tow v. Bulmahn, et. al.), dismissed breach of fiduciary duty claims and fraudulent transfer claims brought by a chapter 7 trustee relating to cash bonuses and...more

Can A Corporation Be An Officer?

by Allen Matkins on

William & Mary Law Review recently published Professor Stephen Bainbridge’s article, Corporate Directors in the United Kingdom. The abstract begins withe following observation...more

Delaware Courts Continue to Define Appropriate Valuation Methodologies for Statutory Appraisal

Statutory appraisal actions remain one of the most closely watched areas of Delaware corporate law, and there have been significant developments in Delaware appraisal law. Recently, the Delaware Supreme Court provided...more

Is Every Agent A Fiduciary?

by Allen Matkins on

In common parlance, a fiduciary is someone you can trust. The word itself is related to the Latin word, fidere, meaning to trust. We name our dogs “Fido” because dogs are trustworthy companions. For example, a dog named...more

Shareholders Sues Officer Of Delaware Corporation In California State Court, Should Texas Law Apply?

by Allen Matkins on

Our November 16, 2017 post discussed one aspect of the California Court of Appeal’s opinion in Central Laborers’ Pension Fund v. McAfee, Inc., 2017 Cal. App. LEXIS 1008. The case arose from Intel Corporation’s acquisition of...more

Italy's Inside Information Disclosure Requirements Addressed in CONSOB Guidelines

by Jones Day on

The Situation: In July 2016, the Market Abuse Regulation ("MAR") came into effect, introducing detailed requirements for EU listed issuers regarding disclosure of inside information, with a view to fighting market...more

Company, Officers Litigating Financial Fraud Action With SEC

by Dorsey & Whitney LLP on

While retail customers and cyber may be key areas for a refocused SEC enforcement program, financial fraud remains a critical and important area of concentration. This focus is will illustrated by the recent action filed...more

Corporate Communicator - Fall 2017

by Snell & Wilmer on

Recent changes to Nevada corporate law reaffirm Nevada’s commitment to providing directors and officers with maximum deference in the exercise of their fiduciary duties on behalf of Nevada corporations. Specifically, Nevada...more

SEC Proposes Amendments to Modernize and Simplify Disclosure Requirements in Regulation S-K

by White & Case LLP on

On October 11, 2017, the Securities and Exchange Commission (the "SEC") proposed technical amendments to modernize and simplify certain public company disclosure requirements in Regulation S-K and related rules and forms (the...more

Corporate Actors Held Individually Accountable in Recent False Claims Act Settlement

The Department of Justice (“DOJ”) has sent a clear message that individuals cannot hide behind the corporate shield in its recent settlement with Med-Fast Pharmacy, Inc. and the charges brought against its associated...more

Q&A with Jake Krattiger

by GableGotwals on

Q: Does joining a corporate board impose any personal liability on board members? A: Joining a board doesn’t impose any personal liability on an individual per se, but improper actions taken while serving on a board can...more

CFPB files amicus brief in Eleventh Circuit ECOA case

by Ballard Spahr LLP on

The CFPB has filed an amicus brief in Regions Bank v. Legal Outsource PA, a case on appeal to the Eleventh Circuit that involves two important issues under the Equal Credit Opportunity Act (ECOA): whether the ECOA provides a...more

Third Circuit Affirms Dismissal of Plaintiffs’ Challenge to Risk Factors and Earnings Projections, in Williams v. Globus Medical,...

A recent Third Circuit opinion demonstrates the high bar that plaintiffs face when attempting to plead the falsity of two categories of statements: (1) risk factors alleged to be misleading because the warned-of risk had...more

Condominiums and Conflicts of Interest: How to interpret the rebuttable presumption

The legislature recently amended Chapter 718 of the Florida Statues, relating to condominiums, to create a rebuttable presumption that a conflict of interest exist in certain situations.[1] A conflict of interest is a real or...more

Extending your reach to the "invisible parties" to the arbitration agreement

by Dentons on

Aggrieved claimants may sometimes seek to extend their claims not only to the company that agreed to arbitrate disputes – but also to that company’s shareholders or ultimate controlling person(s). Such efforts are usually...more

The Compliance Conundrum — Spending Money to Save Money

by Michael Volkov on

Chief compliance officers have to be honest with themselves. While I am optimistic about the growing importance of the compliance function, I remain concerned that CEOs and senior management are slowly strangling ethics and...more

In the Third-Largest FCPA Enforcement Action Ever, Telia Agrees to Pay Almost $1 Billion to Resolve Bribery Inquiry in Uzbekistan;...

by Ropes & Gray LLP on

In the first blockbuster FCPA action of the Trump administration, on September 21, 2017, Swedish telecommunications company Telia agreed to pay $965 million in total penalties to the U.S. Department of Justice (“DOJ”) and...more

SFC Obtains Disqualification and Court Orders Against Hanergy’s Former Chairman and Current Directors

by Latham & Watkins LLP on

The Court of First Instance’s decision has important implications for directors of listed companies when failing to act in the best interests of the company. Background - On July 15, 2015, the Securities and Futures...more

Proposed UK Corporate Governance Reforms Target Executive Pay Justification, Employee Engagement

by Jones Day on

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

Russian Insolvency Law recently amended to expand vicarious liability. A new rescue procedure may also soon appear.

by Dentons on

Expanded vicarious liability rules - New Federal Law No. 266-FZ dated 29 July 2017 (the Amendment Law) introduces notable changes to Russia’s insolvency rules. Importantly, the law does away with the original provisions on...more

“Lead Independent Director” Or “Presiding Director”?

by Allen Matkins on

Neither California nor Nevada require that a corporation have either a “lead independent director” or “presiding director” and yet many corporations state that they have such a position. Why?...more

Personal Liability for Senior Accounting Officers Over Tax Accounting Arrangements— First Court Decision Provides a Cautionary...

by Shearman & Sterling LLP on

The UK Senior Accounting Officer (SAO) regime was brought in by the Finance Act 2009 and requires large companies and groups to identify the individual who is responsible for certifying to the UK tax authority (HMRC) each...more

Still More On Suing The CEO For Social Activism

by Allen Matkins on

Last week, I devoted several posts to the question of suing the CEO for social activism. The catalyst for the discussion was an August 17, 2017 Op-Ed piece by Jon L. Pritchett and Ed Tiryakian in The Wall Street Journal. ...more

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