LexisNexis® Legal Newsroom
Executive Compensation: Time for a Reality Check

Shareholder activists and regulators have for years sought to regulate or control executive compensation practices, with little success. That changed with the current financial crisis, and compensation practices, rules and claims will continue along the road of change. In this Emerging Issues Analysis...

Gantler v. Stephens: Delaware Supreme Court Extends Fiduciary Duties to Corporate Officers -- Important Lessons for Nonprofit Corporations

In Gantler v. Stephens, Delaware Supreme Court clarified the law, making clear that corporate officers are subject to the same fiduciary duties as directors. Jack Siegel's analysis of this decision provides best practices and lessons corporate officers and directors, particularly in the nonprofit...

Securities Class Action Opt-Out Claims: A Growing Problem

Excerpt: The exposure to Insureds and their D&O insurers from securities class action lawsuits has escalated greatly over the last ten years. Much has been written about the explosion in the magnitude of settlements in those lawsuits. Unfortunately, this exposure is now getting even larger and...

Expect Gulf Oil Slick Claims to be Extensive and Impact Multiple Lines of Business

By Marc Lanzkowsky, Founder and Principal, Lanzko Consulting, Inc. As the losses in the gulf continue to rise, the true claims impact has yet to unfold I don’t think the insurance industry has felt the true brunt of the horrific events of the April 20 blast on the Deepwater Horizon...

The Fiduciary Duties of Acquiring Directors

Relatively few cases address the fiduciary duties of an acquiring board. These cases indicate that, absent a conflict of interest, courts will generally apply the deferential standard of the business judgment rule to a board's acquisition decision. Nonetheless, recent highly publicized failed acquisitions...

Securities Class Action Opt-Out Claims: A Growing Problem

Excerpt: The exposure to Insureds and their D&O insurers from securities class action lawsuits has escalated greatly over the last ten years. Much has been written about the explosion in the magnitude of settlements in those lawsuits. Unfortunately, this exposure is now getting even larger and...

High Court Rejects 'Statistical Significance' Requirement For Securities Lawsuit Materiality

In a unanimous March 22, 2011 opinion by Justice Sonia Sotomayor , the U.S. Supreme Court rejected the argument of Matrixx Initiatives that adverse product reports must be "statistically significant" in order for a manufacturer to have an obligation to disclose the reports to investors. As...

Merrill Lynch/Bank of America Subprime-Related 'Double Derivative' Lawsuits Dismissed

In a March 29, 2011 order ( here ), Southern District of New York Judge Jed Rakoff granted the defendants' motions to dismiss a pair of subprime-related derivative lawsuits that had been brought against certain directors and officers of Merrill Lynch. Because the plaintiffs -- former shareholders...

James M. Wilson Jr. On Securities Class Actions - Analysis Of The Supreme Court's Decision In Erica P. John Fund, Inc. v. Halliburton Co.

Excerpt: Introduction: On June 6, 2011, the Supreme Court unanimously rejected the Fifth Circuit Court of Appeal's requirement that plaintiffs in securities class actions prove "loss causation" at the class certification stage of the case. In order for investors to proceed as a class...

SciClone FCPA Lawsuit Settlement: New Enhanced Best Practices?

In a story in the D&O Diary , entitled " More Woes for Companies with Chinese Connections ", Kevin LaCroix discussed the settlement reached by the entity SciClone Pharmaceuticals, and its individual defendant directors and officers, in litigation involving three consolidated derivative...