Recent Posts

Delaware Supreme Court Extends Fiduciary Duties to Corporate Officers -- Important Lessons for Nonprofit Corporations
Posted on 13 May 2010 by Jack B. Siegel

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... Read More

U.S Supreme Court Addresses Materiality in Securities Fraud Case
Posted on 12 Apr 2011 by Corporate and Securities Law Community Staff

In Matrixx Initiatives, the U.S. Supreme Court reaffirmed the case-by-case analysis for materiality that it espoused in Basic Inc. v. Levinson, but it may also have signaled that the pleading of materiality is subject to the standards found in Rule 8... Read More

Derivative Suits by LLC Members in New York: Tzolis v. Wolff
Posted on 24 Apr 2008 by James M. Wilson, Jr.

On February 14, 2008, the New York Court of Appeals held that members of limited liability companies ("LLC") may bring derivative suits on behalf of their LLCs, just as shareholders and partners may bring such suits on behalf of their corporations... Read More

The Short-Termism Debate: Are There D&O Liability Issues Involved, Too?
Posted on 26 Aug 2015 by Kevin M. LaCroix

In recent months, commentators from across the political spectrum, largely in response to perceived excesses of activist investors, have called for changes to discourage “ short-termism ” – that is, the perceived excessive focus of businesses... Read More

First HP Lawsuit on File
Posted on 27 Sep 2011 by Brian JM Quinn

No surprise. The first derivative suit against HP and its board of directors was filed in the Central District of California. Here's the complaint: Espinoza v. Leo Apotheker et al . It was filed on Wednesday - before Apotheker was fired. So it's... Read More

Taking Control of Cybersecurity: A Practical Guide for Officers and Directors
Posted on 7 Jul 2015 by Foley & Lardner LLP

Major cybersecurity attacks of increased sophistication — and calculated to maximize the reputational and financial damage caused to the corporate targets — are now commonplace. These attacks have catapulted cybersecurity to a top priority... Read More

More Woes for Companies with Chinese Connections
Posted on 14 Oct 2011 by Kevin M. LaCroix

SciClone Settles FCPA Follow-on Derivative Suit : In a settlement that involves a company with significant Chinese operations -- and that also may represent something of a template for the settlement of FCPA enforcement follow-on civil lawsuits --... Read More

D&O Insurance: No Coverage for Attorney Fee Award to Underlying Plaintiffs if Underlying Claim Not Covered
Posted on 29 Jul 2013 by Kevin M. LaCroix

Does a D&O insurance policy provide coverage for attorneys’ fees awarded in settlement of a breach of contract class action? That was the question before the court in an insurance coverage action brought by the Screen Actors Guild (SAG) against... Read More

Should There Be More Litigation Against Corporate Officers? (Uh, No.)
Posted on 17 Feb 2015 by Kevin M. LaCroix

Over the past fifteen years, there has been a steady progression of corporate scandals, from Enron to options backdating to the excesses that led to the global financial crisis. These debacles were followed by waves of shareholder litigation. However... Read More

Perils of Ambiguous Advance Notice Provisions
Posted on 23 Jul 2008 by F. Mark Reuter

In 2008, two companies suffered public battles from hedge funds that circumvented advance notice provisions. In Jana Master Fund, Ltd. v. CNET Networks, Inc. and and Levitt. Corp. v. Office Depot, Inc., the Delaware Chancery Court interpreted common advance... Read More

Protecting Corporate Executives’ Rights to Advancement and Indemnification
Posted on 1 Jun 2015 by Kevin M. LaCroix

Most senior corporate executive have a general understanding of the importance to them of their corporate indemnification rights. As discussed here , a related but sometimes even more important corporate benefit is the right to advancement – that... Read More

Wolfe and Pittenger On Revlon, Inc. and New Standard of Judicial Review
Posted on 4 Apr 2008 by Donald J. Wolfe Jr. & Michael A. Pittenger

In this landmark decision, the Delaware Supreme Court established a new standard of judicial review applicable to a challenge by shareholders to the board's endorsement of a merger transaction once it has become inevitable that the company will be... Read More

Free Download: Liability of Corporate Officers and Directors--Ch. 5.08-Executive Compensation
Posted on 13 Jul 2010 by Corporate and Securities Law Community Staff

§ 5.08 Executive Compensation. For years shareholders have complained of the highly lucrative executive compensation arrangements maintained by their companies, and some complaints have found their way into the courts. Examples of such lawsuits... Read More

The “Myth” of Outside Director Liability and the Critical Importance of D&O Insurance
Posted on 23 Oct 2015 by Doug Esten

In the world of corporate governance, there are a number of common presumptions about board structure and practices. However, according to a recent paper, many of these presumptions may in fact represent corporate governance “myths.” In their... Read More

Tenth Circuit: D&O Insurance Policy’s Insured vs. Insured Exclusion Unambiguously Precludes Coverage for FDIC’s Failed Bank Claims
Posted on 11 Aug 2015 by Kevin M. LaCroix

In an important decision concerning D&O insurance coverage in connection with failed bank claims, the Tenth Circuit, applying Kansas law, held that a D&O policy’s insured vs. insured exclusion unambiguously precluded coverage for claims... Read More