SOX Appeal: Is The Delaware Judiciary Heightening Its Standards For Director Independence And Good Faith?
Michael D. Goldman,John F. Grossbauer and Catherine A. Strickler of Potter Anderson & Corroon LLP
Over the past year, the Delaware Supreme Court and Court of Chancery have issued decisions that are, in certain respects, critical of the conduct of corporate directors. This summary of recent corporate developments helps lay the foundation to query whether these decisions can be seen as the Delaware judiciary's attempt to heighten corporate governance in response to the Sarbanes-Oxley Act and the new era of increased scrutiny for corporate actions.
Top Ten Things To Know If You Are An Investor In, Or Director Of, A Failing Business
John B. Duncan
The bubble may have burst, but many companies are still hanging on by their fingernails. Professional investors may want to cut their losses and turn their attention to new opportunities, but before they do, they should consider their obligations to the company.
Counseling The Audit Committee
Stephen D. Poss, P.C. of Goodwin Procter LLP
Steve Poss, Co-Chair of the Corporate Governance and Securities Litigation Group at Goodwin Procter LLP, participated in the presentation on counseling the audit committees of corporate boards of directors. Mr. Poss first took the audience through the evolution of corporate governance over the last 40 years.
Issues in Directors & Officers Liability Litigation
Gary H. Luftspring and Elizabeth Ellis of Goodman and Carr
In a rapidly evolving corporate environment, directors and officers are constantly faced with difficult strategic decisions. While it has always been understood that these decisions would affect the bottom line of their corporations, it has become uncertain to what extent these decisions may affect directors and officers personally. In the wake of corporate scandals such as Enron, Tyco, Global Crossing, Parmalat and WorldCom, there is growing fear among directors and officers that they will be held personally liable for decisions made in their corporate capacities.
Why Sarbanes-Oxley Act Merits Independent Counsel for Corporate Officers and Directors
David H. Smith of Williams Kastner
Sarbanes-Oxley and proposed SEC regulations increase the potential for individual liability of corporate officers and directors for alleged corporate wrongdoing or breaches of fiduciary duty, in civil, regulatory and criminal claims, investigations and enforcement actions.
Conflicts of Interest and Special Committees Revisited: Has Kahn V. Tremont Corp. Permanently Changed the Landscape, or Merely Slyghtly Altered It?
Michael J. Halloran of Pillsbury Winthrop Shaw Pittman LLP
It is axiomatic that corporate directors owe.
Securities Law Liability for Persons Signing SEC Disclosure Documents
Cadwalader, Wickersham & Taft LLP
There is considerable debate over the extent to which corporate officers and directors can be held liable in privat.
Venture Capital: Planting The Seeds Of Governance
Buchanan Ingersoll & Rooney PC
Experienced venture capitalists know that once an investment is made, the success of the deal will not be found in .
Litigation ? Directors & Officers Liability
Gary Luftspring,Elizabeth Ellis and Marc Kestenberg of Goodman and Carr
In a rapidly evolving corporate environment, directors and officers are constantly faced with difficult strategic decisions. While it has always been understood that these decisions would affect the bottom line of their corporations, it has become uncertain to what extent these decisions may affect directors and officers personally.
Planning for the 100% Penalty
Joseph E. Mudd of Joseph E. Mudd, P.L.C.
Section 6672 of the Internal Revenue Code is seldom considered when forming a corporation.
Delaware Court Questions Need For Unanimous Shareholder Vote To Ratify Waste
Weil, Gotshal & Manges LLP
This article discusses a recent Delaware Court opinion that questions the need for unanimous shareholder vote to ratify waste.
SEC Proposes New Disclosure Rules Regarding Nomination of Directors and Shareholder Communications With Directors
of Davis Wright Tremaine LLP
On August 6, 2003, the Securities and Exchange Commission (SEC) voted to propose changes to its proxy rules based on the Division of Corporation Finance's recommendations.
Disclosure of Year 2000 Problems and Securities Liability
Pillsbury Winthrop Shaw Pittman LLP
Disclosure of Year 2000 Problems and Securities Liability In this section, we discuss disclosures that may.
Poison Pill Rights Plan And Other Corporate Governance Issues Certified To Minnesota Supreme Court
Weil, Gotshal & Manges LLP
This article discusses how the Minnesota Supreme Court issued cert. on poison pill rights plans and other corporate issues.
Validity of Shareholder-Proposed Option Repricing By-Law Not Ripe For Adjudication
Cadwalader, Wickersham & Taft LLP
Noting that it did not want "to encourage corporations to seek advisory opinions about important issues of Delaware.
Connecticut Adopts Safe Harbor For Corporate Opportunities
Day Pitney LLP
As published in Insights, March, 1998 David A. Swerdloff is a partner at Day, Berry & Howard in the Stamford, Con.
If Your Employee's A Crook -- When Are Directors of Minnesota Corporations Liable to Commercial Creditors For Torts Committed By Corporate Employees?
Alain M. Baudry and Nicole E. Narotzky of Maslon Edelman Borman & Brand, LLP
Recently, a commercial creditor attempted to rely upon dictum from a 1976 Minnesota Supreme Court decision to claim that directors should be liable to the creditor based on negligence principles for failing to detect or prevent torts committed by corporate employees. But to hold directors liable in such circumstances would dangerously expand the traditional rule that directors are not liable to third party commercial creditors in negligence for torts they did not commit.
Why Should Your Company Establish an Effective Corporate Compliance Program?
James W. Ryan of Partridge Snow & Hahn LLP
In recent years, both federal and state government have increased enforcement activities as they relate to corporat.
Collecting Commercial Accounts Receivable --Obtaining A Personal Guarantee Of Payment
Grim, Biehn & Thatcher
In the first article in this series, I discussed the necessity of a well drafted written Credit Application and Agr.
Del. Sup. Ct. Grants Disney Shareholders Leave to Replead Complaint to Challenge Application of Business Judgement Rule Deference to Ovitz' Compensation Package
Cadwalader, Wickersham & Taft LLP
Citing "the interests of justice," the Supreme Court of Delaware recently reversed the decision of the Delaware Cha.
Return to Basics: D&O Lessons From Recent Claims
Dan Bailey of Arter & Hadden LLP
A summary of numerous D&O lessons which can be gleaned from recent corporate debacles and some D&O insurance implications resulting from those debacles.
The Doctrine Of Inequitable Coercion Under Delaware Law
Cadwalader, Wickersham & Taft LLP
Corporate directors owe fiduciary duties to the corporation and its shareholders. These duties generally are charac.
Ensuring Corporate Compliance: A Guide for Directors
Michael L Goldblatt
On the 10-year anniversary of the Federal Sentencing Guidelines, an experienced in-house counsel describes roles for the board, management, and employees.
SOX Appeal: Is the Delaware Judiciary Heightening Its Standards for Directory Independence and Good Faith?
Michael D. Goldman,John F. Grossbauer and Catherine A. Strickler of Potter Anderson & Corroon LLP
Over the past year, the Delaware Supreme Court and Court of Chancery have issued decisions that are, in certain respects, critical of the conduct of corporate directors. This summary of recent corporate developments helps lay the foundation to query whether these decisions can be seen as the Delaware judiciary's attempt to heighten corporate governance in response to the Sarbanes-Oxley Act and the new era of increased scrutiny for corporate actions.
Litigation Prompted by Proposed BGE-PEPCO Merger Sheds Light on Important Issues of Corporate Law
David Clarke of DLA Piper LLP
This article discusses three legal issues that are of critical importance to the directors of any corporation considering a negotiated merger.
Liability for Persons Signing SEC Disclosure Documents
Cadwalader, Wickersham & Taft LLP
There is considerable debate over the extent to which corporate officers and directors can be held liable under ? 1.
Developing Role Of Audit Committees
Cadwalader, Wickersham & Taft LLP
Recent high-profile disclosures of alleged accounting irregularities have raised concerns about possible broader pa.
Delaware Supreme Court Expands Directors' Liability for "Misdisclosures"
Cadwalader, Wickersham & Taft LLP
In a decision expanding directors' potential liability for public statements, the Supreme Court of Delaware sitting.
An Independent Process for Compensation Committees Post-Sarbanes
Gordon S. Kaiser of Squire, Sanders & Dempsey L.L.P.
Executive compensation and the actions of compensation committees clearly will be the next focus for corporate governance's bright light. Lawyers can help companies prepare for this scrutiny by developing a process that ensures independent analysis of executive, and particularly CEO, compensation.
Building a Great Board of Directors: A Committed and Sustained Process
Barry J. Reiter of Torys LLP
A rash of spectacular corporate failures (many immediately attributable to greedy and criminal executives) has spurred a wealth of scrutiny and regulation of corporate governance. Beyond fraud, interested parties have identified base causes ranging from a breakdown of morality in the 21st century, to excessive executive compensation, to stock option programs that have incented undue concentration on short-term results and to failures of process or will in boards of directors.
Corporate and Securities Update: Recent Developments In Shareholder Rights Plan: "Dead Hand," "No Hand" And "Slow Hand" Provisions
Pepper Hamilton LLP
This update analyzes the effects of recent court decisions regarding continuing director provisions, non-redeemable/non-amendable provisions and limited duration provisions on shareholder rights plans.
Boardroom "Best" Practices are Changing: The Need to Demonstrate "Good Faith"
Morrison & Foerster LLP
In the wake of Enron and other corporate scandals, courts reviewing alleged violations of fiduciary duties are probing further into directors' actions (and inactions). Courts are giving further definition to a duty of "good faith," and directors who violate this duty may lose their rights to indemnification by the corporation and the benefit of corporate charter provisions that limit director liability. This article reviews briefly the increased scrutiny being applied by courts, including the recent emphasis on the good faith duty, and suggests ways for directors to protect themselves.
The SEC is on the Hunt for Sleepy Corporate Watchdogs
The Corporate Finance Department of Davis Wright Tremaine LLP
The SEC has opened a new front in the war on corporate irresponsibility by pursuing outside directors who fiddle while Rome burns. Directors of public companies are now vulnerable to SEC enforcement actions for breaching their responsibilities to shareholders.
Delaware's Fiduciary Duty Of Disclosure
Cadwalader, Wickersham & Taft LLP
The Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), and.
SOX Appeal: Is The Delaware Judiciary Heightening Its Standards For Director Independence And Good Faith?
Michael D. Goldman,John F. Grossbauer and Catherine A. Strickler of Potter Anderson & Corroon LLP
Over the past year, the Delaware Supreme Court and Court of Chancery have issued decisions that are, in certain respects, critical of the conduct of corporate directors. This summary of recent corporate developments helps lay the foundation to query whether these decisions can be seen as the Delaware judiciary's attempt to heighten corporate governance in response to the Sarbanes-Oxley Act and the new era of increased scrutiny for corporate actions.
Handling Suspicions of Insider Misconduct
Buchanan Ingersoll & Rooney PC
Rarely are the tensions between the interests of a corporation and the interests of its management as problematic .
The Advantages and the Alternatives of Corporations
Checkett & Pauly, P.C.
Here are some answers to common questions concerning corporations: Q. Should I consider incorporating my busines.
Recent Decisions in Canadian Corporate Commercial Litigation
James C. Tory and Andrew Gray of Torys LLP
In 2004, there were important decisions in three areas of corporate litigation: (i) debenture-holders' right to pursue legal action and the effect of "no-action clauses" in trust indentures; (ii) the duties of directors of an insolvent or near-insolvent corporation; and (iii) the operation of reasonable expectations and the business judgment rule in oppression law.
The "Insured v. Insured" Exclusion
Martin R. Pollner of Loeb & Loeb LLP
One of the purposes of directors' and officers' liability insurance (commonly known as "D&O" insurance) is to prote.
Recent Developments In Judicial Review of Interference With Stockholder Franchise: Chesapeake Corp. v. Shore
Cadwalader, Wickersham & Taft LLP
Corporate boards are subject to heightened judicial scrutiny when they respond to circumstances portending a po.
Director and Officer Liability Changes Loom in Post-Enron Proposals
David E. Brown of Alston & Bird LLP
In the past several months, Congress has held extensive hearings and members of Congress have introduced dozens of bills on a wide range of issues emanating from the Enron collapse. Many of the proposals-particularly ones originating in Congress-have the potential to seriously affect director and officer obligations and liabilities.