Really? Really?! This was the headline from James
Stewart's Business Day article today: Voting to Hire a Chief Without Meeting Him . The
article highlights the almost complete lack of attention the full board of H-P
gave to the job of hiring a...
Only small a
small number of companies experienced a negative "say on pay" vote this
past proxy season, but many of the companies that did found
themselves hit with a shareholder lawsuit in the wake of the negative vote.
The typical D&O insurance policy precludes coverage
for loss arising from fraudulent misconduct. But when an insured has been
convicted of fraud, whose coverage is precluded? In the second case in recent
days to address the consequences for the...
The latest issue of The Reverse Merger Report includes
an unfortunate comment in its article on the BATS exchange, a new national
securities exchange that is soon going to be taking on new listings. Its
listing requirements are similar to Nasdaq. We...
A wave of litigation followed in the wake of the
April 2010 Deepwater Horizon oil spill. Among this litigation were several
shareholder derivative suits filed against certain directors and officers of BP
and of its U.S. subsidiary. At the time these...
Earlier this week, the SEC's Division of Corporation
Finance issued some guidance with the staff's observations in its reviews of
"super" Forms 8-K filed following reverse mergers. As we know, in 2005 the SEC
adopted a rule requiring...
by Gary Larkin
The issue of corporate political spending has gotten a
lot of attention as American companies have become concerned about the
direction of the country as another presidential political cycle is about to start.
By now, nearly everyone...
Francis G.X. Pileggi, Member-in-Charge of Eckert Seamans,
discusses a recent Delaware Court of Chancery case outlining the factors involved in assessing whether an attorney could place a retaining lien on a file of a client who had not paid the attorney's...
What is the amount of risk that your company is willing
to accept? Before you even get to this question how does your company assess
risk and subsequently evaluate that risk? In the July issue of the Compliance
Week magazine, these questions were explored...
by Gary Larkin
Now that Rule 14a-11 (mandatory shareholder proxy access
under the Dodd-Frank Act) is dead for at least the next proxy season, it has
become apparent that the focus will be on the amended Rule 14a-8 (private
ordering for proxy access...
The options backdating scandal may now be ancient
history, but questions surrounding insurance coverage for the scandal's
consequences apparently continue to live on. In a September 9,
2011 opinion applying Maryland law, Southern District of New...
by Barry J. Reingold and Betsy Kristoferson
The final amendments to the HSR
Premerger Notification Rules and Report Form apply to all HSR filings after
August 18, 2011. Although a number of changes will reduce filing burdens, the
new Form requests additional...
A recent negotiated resolution of an FDIC failed bank
lawsuit suggests disputes over D&O insurance coverage may represent the
real frontline in the failed bank litigation wars. The compromise was reached
in the lawsuit the FDIC only recently filed...
Google recently reached a $500 million settlement with
the Department of Justice over allegations that Google sold ad space that made
it possible for foreign pharmacies to unlawfully advertise and sell
prescription drugs to U.S. residents. Almost immediately...
by Gary Larkin
You can expect institutional shareholders to start
writing shareholder proposals that would call for proxy access procedures for
next proxy season as soon as next week. That's because as of Sept. 13 the
amended rule that is part...
A group of former executives of a Lehman Brothers
subsidiary is seeking to block the bid by senior Lehman executives
to use $90 million of the remaining D&O insurance proceeds to settle the
cases pending against them. As discussed here ,
The SEC recently announced that it reached a settlement
with Beazer CEO O'Leary requiring O'Leary to pay back to Beazer more
than $1.4 million that he received during a time period when Beazer's financial
statements were allegedly misstated...
Most people will recognize the name of Gibson Guitar, one
of the most widely known makers of guitars in the United States. Unfortunately
the company was recently raided by the US Fish and Wildlife Service for a
failure in the compliance arena. However...
In Re Novell, Inc. Shareholder Litigation ,
Cons. C. A. No. 6032-VCN (Del. Ch. Aug. 30, 2011). Read letter ruling here .
Whether interim application for fees in class action should be deferred as
premature. Short Answer: Yes. ...
It seems Canadians are starting to rethink their approach
to the shareholder rights plan. The
Globe and Mail report on a paper published by former Ontario
Securities Commission chief Edward Waitzer (now at Osgoode Hall Law School) and his
Every fall since I first started writing this blog, I
have assembled a list of the current hot topics in the world of directors' and
officers' liability. This year's list is set out below. As should be obvious,
there is a lot going on right...
CML V, LLC v. Bax, No.
735, 2010 (Del. Supr. Sept. 2, 2011), read Delaware Supreme Court opinion here .
Delaware's High Court confirmed that creditors of an insolvent LLC are not
given standing by the Delaware LLC Act to pursue derivative claims...
Warren Buffet carefully cultivates a CEO-savant persona.
Most media enable him.
His latest stunt, ostensibly meant to save Bank of
America while closing a savvy deal for Berkshire Hathaway, garnered laudatory
headlines. Bank of America spun Buffett's...
by Gary Larkin
The resignation of Apple CEO Steve Jobs and his
succession to Chair raises a couple of issues for all public companies
regarding the creation and implementation of a succession plan. While it was no
surprise that Jobs, who has been...