News & Analysis as of

Corporate Officers

Issues for Compensation Committees to Consider When Grappling With Changes to 162(m) and the Death of the Performance-Based...

As much has been written regarding the repeal of the performance-based exception to the $1 million dollar deduction limitation under Code Section 162(m) under the Tax Cuts and Jobs Act (the Act), we have highlighted certain...more

Hot Topic for 2018 Proxy Season: Director Compensation in Wake of New Delaware Supreme Court Ruling

by Pepper Hamilton LLP on

In an important recent opinion, the Delaware Supreme Court ruled in In re Investors Bancorp, Inc. Stockholder Litigation that certain director compensation decisions would be reviewed under the “entire fairness” standard...more

Better Part of Valor: Delaware Supreme Court Rules No Ratification Defense for Director Grants under Discretionary Plans

by Farrell Fritz, P.C. on

What happens when corporate directors approve their own awards under an equity incentive plan? Under Delaware law, so long as the plan is approved by a majority of the fully informed, uncoerced and disinterested stockholders,...more

Massachusetts High Court Rules that Investors and Board Members are not Personally Liable for Unpaid Wages Under State Law

by Littler on

The Massachusetts Supreme Judicial Court recently held that individuals acting as board members and investors cannot be held personally liable under the Massachusetts Payment of Wages Law, M.G.L. c. 149, § 148, for a...more

No Individual Liability for Board Members and Investors Under MA Wage Act

by Burns & Levinson LLP on

As I have written before, the Massachusetts Weekly Payment of Wages Act obligates employers to pay all earned wages to employees in a timely fashion. The Wage Act also specifies that the “president and treasurer of a...more

Company Investors And Board Members Off The Hook For Unpaid Wages In Massachusetts

by Seyfarth Shaw LLP on

Seyfarth Synopsis: In an important decision, the Massachusetts Supreme Judicial Court clarified the scope of personal liability for unpaid wages under the Massachusetts Wage Act. The SJC held that board members and directors...more

Risky Business: Protecting the Assets of Directors

by Pepper Hamilton LLP on

Directors and officers are exposed to potential liability from suits by the company, shareholders, and debt holders, among others. There are, however, a number of protections available to protect the assets of directors and...more

SEC Charges CEO/Director with Sarb-Ox Loan Violations for Unreimbursed Advances that Were Outstanding for 5 to 36 Days and...

According to the SEC in an order settling an enforcement action, Alan Shortall was CEO and Chairman of Unilife Corporation, a Nasdaq listed issuer. According to the SEC, Shortall arranged for Unilife to make personal payments...more

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

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