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Fraud Board of Directors

Fraud is the making of false representations or engaging in deceptive behavior in order to unlawfully secure financial or personal gain. 
Holland & Knight LLP

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

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This Holland & Knight blog post is the second installment in a two-part series that examines the challenges to the U.S. Securities and Exchange Commission's (SEC) charges in its landmark case against SolarWinds Corp....more

BCLP

SDNY Dismisses Majority of SEC Landmark Charges Against SolarWinds and CISO

BCLP on

On July 18, 2024, District Court Judge Engelmayer of the Southern District of New York issued his 107-page opinion and order dismissing most – but not all – of the landmark allegations of the SEC against SolarWinds Corp. and...more

Parker Poe Adams & Bernstein LLP

Key Lessons for Cybersecurity and IT Leaders From Judge's Recent Fraud Decision in SEC Case Against SolarWinds

On July 18, a New York federal judge threw out most of the SEC’s claims brought against both SolarWinds Corp. and the company’s chief information security officer (CISO), Timothy Brown....more

Morris James LLP

Court of Chancery Dismisses Aiding And Abetting Fraud Claim Against Corporate Officers And Directors On Grounds That A Corporation...

Morris James LLP on

Urvan v. AMMO, Inc., Consol. C.A. No. 2023-0470 PRW (Del. Ch. Feb. 27, 2024, corrected Mar. 14, 2024) - It is an axiom of Delaware law that a corporation acts through its human agents. This principle informs the causes of...more

J.S. Held

INDEPTH FEATURE: Corporate Fraud & Corruption 2024

J.S. Held on

To what extent are boards and senior executives in your country of focus taking proactive steps to reduce incidences of fraud and corruption from surfacing within their company? Over the past several years, there has been...more

Saul Ewing LLP

Public Companies Quarterly Update (Q1 2024)

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Welcome to Saul Ewing’s Public Companies Quarterly Update series. Our intent is to, on a quarterly basis, highlight important legal developments of which we think public companies should be aware. This edition is related to...more

Conyers

King Bun Limited and Others v. Lau Man Sang, James and Others - Claim No. BVIHC (COM) 2017/086

Conyers on

Nov 2023 In August 2021, the BVI Commercial Court handed down judgment on liability in favour of the Claimants against seven directors of Vanway for carrying out a fraud on the minority shareholders, in selling the assets of...more

A&O Shearman

New UK 'failure to prevent' fraud corporate criminal offence

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A draft ‘failure to prevent fraud’ corporate criminal offence will render large companies liable for fraud committed by their associates. We consider the draft offence and implications for businesses....more

A&O Shearman

New UK 'failure to prevent' fraud corporate criminal offence published - Update 9/6/2023

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A draft ‘failure to prevent fraud’ corporate criminal offence will render large companies liable for fraud committed by their associates. We consider the draft offence and implications for businesses....more

Patton Sullivan Brodehl LLP

“Business Judgment Rule” Applies to HOAs

California’s common law “business judgment rule,” as described by the courts, protects from court intervention “those management decisions which are made by directors in good faith in what the directors believe is the...more

Faegre Drinker Biddle & Reath LLP

State AG Updates: Oregon, Connecticut, California, New York and Multistate Coalitions

Multistate Coalition of AGs Enters $102.5 Million Settlement With Suboxone Manufacturer - On June 2, 2023, the AGs of 41 states and Washington, D.C., filed a stipulation to resolve claims stemming from a 2016 lawsuit in...more

Goodwin

Court Dismisses Post-SPAC Class Action for Lack of Standing

Goodwin on

On March 31, 2023, U.S. District Judge Ronnie Abrams of the Southern District of New York dismissed a putative securities class action against CarLotz, Inc. (CarLotz), and certain of its officers and directors on the grounds...more

Hendershot Cowart P.C.

Shareholder Actions: Direct Vs. Derivative Suits

Hendershot Cowart P.C. on

When it comes to protecting their interests – or the interests of the corporation – shareholders have unique rights to take legal action. They can file suit either on behalf of the corporation itself, known as a derivative...more

Society of Corporate Compliance and Ethics...

[Virtual Event] Columbus Regional Compliance & Ethics Conference - November 5th, 8:25 am - 4:30 pm EDT

Our Virtual Regional Compliance Conferences provide updates on the latest news in regulatory requirements, compliance enforcement, and strategies to develop effective compliance programs. Watch, listen, and ask questions from...more

Wilson Sonsini Goodrich & Rosati

Ninth Circuit Cuts Shareholders More Slack on Section 11 Claims

In the past several years, the number of claims filed against newly public companies under the Securities Act of 1933 has increased significantly. At the same time, the development of direct listings has given companies...more

Dechert LLP

UK Supreme Court gives boost to creditors: bar on recovery of “reflective loss” relaxed in Sevilleja v Marex Financial Ltd

Dechert LLP on

The rule against reflective loss bars claims against wrongdoers by shareholders of a company (for instance for the diminution in the value of their shareholding) where the shareholder’s loss is merely reflective of the loss...more

Rosenberg Martin Greenberg LLP

Avoiding Conflicts of Interest: Lessons Learned from the UMMS-Healthy Holly Scandal

June 2020 marked a critical milepost in Catherine Pugh’s long road to redemption. On June 19, the disgraced former mayor of Baltimore pleaded guilty to a state misdemeanor perjury charge for her failure to disclose her...more

Troutman Pepper

Fraud on the Board: Material Conflicts Must Be Disclosed to the Board to Warrant Business Judgment Review

Troutman Pepper on

A recent decision by the Delaware Supreme Court emphasizes the importance of fully disclosing material director and officer conflicts of interest in connection with proposed M&A transactions. Indeed, as the Court’s ruling...more

Thomas Fox - Compliance Evangelist

Executives Acting in Bad Faith and the Role of the Board

A piece by Dick Cassin in the FCPA Blog had some very stark language. He quoted from the Telefonaktiebolaget LM Ericsson (Ericsson) 6-K filing for the following, “While the Company had a compliance program and a supporting...more

White & Case LLP

2019 Half-year in review: M&A legal and market developments

White & Case LLP on

We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2019 and their impact on M&A transactions. This review looks at these...more

Morris James LLP

Chancery Examines Framework of Fiduciary Disclosure Obligations in Soliciting Private Investments

Morris James LLP on

Clark v. Davenport, C.A. No. 2017-0839-JTL (Del. Ch. July 18, 2019). This opinion decides a motion to dismiss fraud and related tort claims arising out of various investments against a former director and CEO and an...more

Ogletree, Deakins, Nash, Smoak & Stewart,...

The “Fake President” Fraud: What It Is and How Multinational Companies Can Protect Themselves

Have you heard of the “fake president” fraud? Despite the name, it has nothing to do with politics; it is a worldwide financial scam that has affected hundreds of multinational companies, especially companies in Europe. ...more

A&O Shearman

District Of Delaware Finds Successful Section 220 Action Tolled Claims For Alleged Mismanagement

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On September 4, 2018, Judge Leonard P. Stark of the United States District Court for District of Delaware ruled that a shareholder’s separate Section 220 action for books and records tolled claims against the managing...more

BCLP

Singularis v Daiwa: UK banks beware!

BCLP on

The Global Restructuring and Insolvency Developments team of BCLP presents this very concerning opinion for any financial institution that operates in the United Kingdom. Specifically, in Singularis Holdings Ltd (in Official...more

Morris James LLP

Delaware Superior Court Clarifies Jurisdiction Over Negligent Representation Claims

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Wypie Investments LLC v. Homschek, C.A. N14C-08-140 WCC CCLD (March 28, 2018) - This decision clarifies that negligent representation claims can only be brought in the Delaware Court of Chancery. ...more

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