The public release of the GMI
Risk List on October 12, 2011 raises the most critical question of
fiduciary responsibility. There has been extensive discussion of the
propriety of trustees' investing in index funds due to the probability that
The October 4 PIPEs Report lets us know that tiny
Israel is becoming more and more popular for PIPE investors that have turned
their attention away from China. The PR reports that at least 12
companies from Israel raised $147.45 million from PIPEs...
In re Rehabilitation of Manhattan
Re-Insurance Co. , C.A. No. 2844-VCP (Del. Ch. Oct. 4, 2011).
Read opinion here .
Whether the Court of Chancery has original and exclusive
jurisdiction over insurance rehabilitation proceedings...
Every now and then, I run across a case that makes me
stop and say, " What ?" I had that experience recently when I read the
September 21, 2011 opinion of Middle District of Tennessee Judge John T. Nixon
in an insurance coverage dispute involving...
The Public Company Accounting
Oversight Board's recently issued twenty-two page Staff
Audit Practice Alert No. 8 for audits of companies with operations in
emerging markets offers a good summary of the standards that require auditors
to test for...
The topic of audit industry reform is hot again. OK,
that's relative to where you stand on what's hot. But in the world of legal and
regulatory compliance and auditors the only thing hotter would be a significant
development in the New York...
by Gary Larkin
By now you've most likely heard of the conflict minerals
disclosure section in the voluminous Dodd-Frank Wall Street Reform and Consumer
Protection Act. For those companies who might be affected by the new proposed
In an example that not all transaction-related litigation
is created equally, Reuters is reporting Del Monte and Barclays have agreed to a
settlement in the pending challenge to the Del Monte transaction. You'll
remember that Vice Chancellor Laster's...
My " This
Week in FCPA " colleague, Howard Sklar and I often
call the News Corp matter the case that keeps on giving. However, the same
might be said about the ongoing issues surrounding Hewlett-Packard (HP). From a
bribery and corruption...
by Gary Larkin
Among U.S. public companies, the role of lead director is
being taken seriously enough that is the subject of a blue ribbon commission
report by the National Association of Corporate Directors (NACD) that was
unveiled at that organization's...
New Jersey Carpenters Pension Fund v.
infoGROUP, Inc., C.A. No. 5334-VCN (Del. Ch. Sept. 30, 2011),
read opinion here .
Whether directors breached their duty of loyalty in
connection with the sale of a company based on their domination...
I think the whole experience of delivering highly
publicized speeches (my recent International Corporate Governance Network (ICGN) speech is here ) to an entire
constituency gives you the opportunity to ask a self-answering
question. And the real question...
by Gary Larkin
Consider the following when your board next discusses
sustainability: " More votes cast in @ PepsiCo
Performance with Purpose campaign than in the last US presidential election."
That nugget came out of the Sept. 26 panel...
Ross Holding and Management Company v.
Advance Realty Group LLC , C.A. No. 4113-VCN (Del. Ch. Sept. 29,
This short letter ruling granted in part a motion to compel unredacted tax
returns and related documents. The requested...
In a case involving multiple ghosts of long lost
companies, a judge in federal court in Manhattan has held that excess D&O
insurers do not have a duty to "drop down" to fill the gaps in coverage caused
by the insolvency of underlying...
Court of Chancery announced today that a new Master in Chancery has been
appointed. Abigail Myers LeGrow comes to the Court of Chancery from her
position as a corporate litigation associate at Potter
Anderson & Corroon. Chancellor...
On Wednesday, the Ethisphere
Institute rang The Opening Bell at the New York Stock Exchange with
some of the NYSE-listed 2011 World's
Most Ethical Companies . I guess the NASDAQ companies are not invited.) The
purpose was to recognize the connection...
In addition to its recent approval of an overhaul of
SEC's Regulation A (which Pres. Obama recently announced he supported), the
House Financial Services Committee, led by Chairman Spencer Bachus (R-AL) and
Vice Chair David Schweikert (R-AR) held...
One of the most basic notions in our legal system is that
liability attaches only to those who act with intent or knowledge. But as
detailed in a front-page September 27, 2011 Wall Street Journal article
( here ),
Congress has in recent decades enacted...
Whether it's at conferences, in new studies or on the
blogosphere, the issue of whether or not there are enough women in the
boardroom has begun to pick up steam globally. The issue has been the
topic of a recent forum in New...
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...
PharmAthene, Inc. v. SIGA Technologies, Inc. ,
C.A. No. 2627-VCP (Del. Ch. Sept. 22, 2011). See prior
Chancery decisions in this case highlighted on these pages here . Bloomberg/Businessweek
posted an article about the case, available here .
In a lawsuit suggesting a new area of potential liability
for corporate directors and officers, a shareholder of J.P. Morgan Chase has
filed a derivative lawsuit against the company, as nominal defendant, and
certain of its directors and officers alleging...
In CanCan Development, LLC v. Manno, C.A. No.
6283-VCL (Del. Ch. Sept. 21, 2011), read opinion here ,
the Court refused to open a default judgment and explained why the defendant
was liable for plaintiff's attorneys' fees and costs.