FCA Implications for M&A Transactions
How to Secure Advances to Fund Legal Fees
Mediating Complex Insurance Coverage Disputes Series Part 4 - How to Seal the Deal
Practical Training for Project Managers & Supervisors Two-Part Webinar Series: Part Two
Mergers and Acquisitions - Key Issues in Today's M&A Deals
Indemnification Provisions: What They Mean and What You Should Worry About
FCPA Compliance and Ethics Report-Episode 168-Dan Cogdell on criminal procedure issues in defending an individual prosecuted criminally under the FCPA
CorpCast Episode 2: Advancement 101
Purchase Agreements – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
As scrutiny of public companies continues to increase, it is important for directors and officers to understand the full range of protections from personal liability available to them and for a company to be cognizant of its...more
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
How do advancement or indemnification rights arise? Section 145 of the Delaware General Corporation Law (DGCL) allows corporations to protect present and former directors and officers from expenses incurred in connection...more
If you are serving as an officer or director of a public company (or a large private company), it has never been more important to make sure that you have an aggressively protective personal indemnification agreement. ...more
The Situation: In response in part to the COVID-19 pandemic, the Delaware legislature amended the Delaware General Corporation Law to address emergency bylaws and related powers exercised by a corporation's board of...more
On 1 May 2019, the much discussed new Belgian Code on Companies and Associations (the new BCC) entered into force in Belgium. This eAlert focuses specifically on the new rules on directors' liability that are applicable to...more
In Nielsen v. EBTH Inc., C.A. No. 2019-0164-MTZ (Del. Ch. Sep. 30, 2019), the Delaware Court of Chancery reaffirmed its standard favoring advancement of expenses to officers or directors of a company where the corporation...more
I’ve long been intrigued with the frequency of litigation — especially in Delaware Chancery Court — over advancement of legal fees of a corporate director or officer or LLC manager who’s the target of a lawsuit by the entity...more
We’ve asked lawyers from our offices in Spain, France, Germany, the Netherlands, and the U.S. to talk about when directors and officers get caught up in M&A litigation....more
This post deals with two related protections that state laws and companies provide for directors and officers—indemnification and advancement. Corporations usually commit to indemnify officers and directors (and sometimes...more
Companies want to attract talented leadership, and protections for officers and directors against lawsuits can be part of the total package. This is one reason why many businesses incorporate in Delaware—Delaware law...more
Corporate bylaws and operating agreements often contain provisions that provide for indemnification to directors, officers and in some cases employees and agents who become parties to litigation, arbitration or investigations...more
Advancement provides corporate officials with immediate interim relief from the personal out-of-pocket financial burden of paying the significant ongoing expenses inevitably involved with defending investigations and legal...more
In the area of what claims are subject to the right to have fees advanced to a former officer or director, there is no more often disputed issue than whether the claim asserted arose out of the role as an officer or director...more
The Bylaws of many public companies provide for mandatory indemnification of directors and officers (and sometimes other agents as well). Often, Bylaws describe these indemnity obligations as contract rights. For example...more
We consider below how advancement of legal fees, indemnification, and insurance operate when officers and directors become involved in regulatory investigations and proceedings. Part I addresses the enhanced risk officers and...more
The Federal Deposit Insurance Corporation (the “FDIC”) issued an advisory statement on October 10, 2013, titled “Director and Officer Liability Insurance – Policies, Exclusions, and Indemnification for Civil Money Penalties.”...more
We recently notified you of the FDIC’s Financial Institution Letter 47-2013 , which urges directors and officers of financial institutions to examine their institutions’ directors and officers (D&O) insurance coverage to...more