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Results: 1-10 of 191

D.C. Circuit reaffirms applicability of attorney-client privilege to corporate internal investigations

  • Alston & Bird LLP
  • -
  • USA
  • -
  • September 4 2014

On June 27, the United States Court of Appeals for the D.C. Circuit issued an important decision in In re Kellogg Brown & Root, Inc., 14-5055, 2014

Cybersecurity: what directors need to know in an era of increased scrutiny

  • Alston & Bird LLP
  • -
  • USA
  • -
  • August 6 2014

"Boards that choose to ignore, or minimize, the importance of cybersecurity responsibility do so at their own peril." SEC Commissioner Luis A

Sixth Circuit locks the door on ERISA class action in Taylor v. Keycorp

  • Alston & Bird LLP
  • -
  • USA
  • -
  • June 6 2012

On May 25, 2012, the United States Court of Appeals for the Sixth Circuit affirmed the dismissal of a class representative’s putative ERISA class action against KeyCorp and related defendants because the proffered “class representative” could not demonstrate that she suffered any actual injury from the alleged breach of fiduciary duty and, therefore, lacked standing

Derivative action dismissed due to inadequate plaintiff

  • Alston & Bird LLP
  • -
  • USA
  • -
  • October 6 2008

Federal Rule of Civil Procedure 23.1 requires that a shareholder derivative action be dismissed “if it appears that the plaintiff does not fairly and adequately represent the interest of shareholders.”

Individual members of LLC personally liable for torts committed in furtherance of the LLC’s business

  • Alston & Bird LLP
  • -
  • USA
  • -
  • June 20 2012

In the South Carolina case of 16 Jade Street, LLC v. R. Design Construction Company, the court wrestled with the scope of protection from tort liability provided to individual members of a limited liability company

Delaware Supreme Court holds that directors may not use equitable standing to pursue derivative actions

  • Alston & Bird LLP
  • -
  • USA
  • -
  • February 22 2008

A recent decision by the Delaware Supreme Court Schoon v. Smith, No. 554, 2008 Del. LEXIS 67 (Feb. 12, 2008) further reinforced a principle well entrenched in Delaware jurisprudence namely, that an individual who is a member of the board of directors cannot initiate a derivative suit on behalf of the corporation unless he or she complies with Section 327 of the Delaware General Corporation Law

Appeal of Demusz Manufacturing Company, Inc

  • Alston & Bird LLP
  • -
  • USA
  • -
  • February 20 2007

In Appeal of Demusz Manufacturing Company, Inc, the Armed Services Board of Contract Appeals (“ASBCA”) awarded the government summary judgment, thereby affirming the government’s termination of a contract for default

North-South spinoffs

  • Alston & Bird LLP
  • -
  • USA
  • -
  • March 9 2012

A North-South spinoff is a section 355 distribution that is accompanied by a contribution of property from the shareholder to the Distributing corporation

SEC issues 'Dear CFO' letter regarding accounting and disclosure

  • Alston & Bird LLP
  • -
  • USA
  • -
  • March 30 2010

Recently, the Division of Corporation Finance's Office of Chief Accountant ("CFOCA") published another "Dear CFO" letter, this time providing disclosure guidance to issuers relating to repurchase agreements, securities lending transactions or other transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets

The attractive C corporation

  • Alston & Bird LLP
  • -
  • USA
  • -
  • September 2 2014

In August a major energy company announced that the corporate managing partner would tender to buy out the publicly traded interests in its master