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Failure to timely file SEC reports is not a default under certain indenture reporting covenants

White & Case LLP
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USA
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January 13 2009

Companies that have issued or plan to issue debt securities are facing an unusual confluence of circumstances: a severely discounted secondary debt market combined with an increasing level of internal corporate investigation activity resulting from, among other things, requirements imposed by the Sarbanes-Oxley Act

Ninth Circuit holds that Section 304 of the Sarbanes Oxley Act does not provide litigants with a private right of action

Sheppard Mullin Richter & Hampton LLP
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USA
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January 6 2009

In In re Digimarc Corporation Derivative Litigation, 2008 WL 5171347 (9th Cir. Dec. 11, 2008), the United States Court of Appeals for the Ninth Circuit held that Section 304 of the Sarbanes-Oxley Act (15 U.S.C. 7243), which provides for the forfeiture of certain bonuses and profits when corporate officers fail to comply with securities law reporting requirements, does not create a private right of action

Advancement rights of former directors and officers

Hunton & Williams LLP
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USA
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January 14 2009

A recent settlement in the case of Schoon v. Troy Corporation pending before the Delaware Supreme Court should cause all directors and officers to review their rights to advancement of litigation expenses

Piercing the veils

Dykema Gossett PLLC
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USA
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May 7 2009

The shareholders of a corporation are generally not liable for the acts and obligations of the corporation

Second Circuit rules against motor vehicle dealer seeking additional warranty reimbursement from manufacturer under New York law

Sutherland Asbill & Brennan LLP
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USA
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January 16 2009

The U.S. Court of Appeals for the Second Circuit has rejected a motor vehicle dealer’s claim for retroactive higher warranty reimbursement from a manufacturer under New York Vehicle and Traffic Law 465, where the dealer failed to use the manufacturer’s existing procedures to submit timely, individualized requests for reimbursement at statutory rates

Colonial Bancgroup subprime shareholder derivative action dismissed

Edwards Wildman Palmer LLP
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USA
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August 31 2009

On July 20, 2009, the US District Court for the Northern District of Alabama granted the defendants motion to dismiss in a shareholder derivative action that named the directors and officers of Colonial Bancgroup as defendants

Delaware court confirms LLC managers and members owe fiduciary duties and duties of good faith and fair dealing

Sheppard Mullin Richter & Hampton LLP
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USA
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April 28 2009

A recent Delaware Court opinion, Bay Center Apartments Owner, LLC v. Emery Bay PKI, LLC, Case No. 3658-VCS (Del. Ch. Apr. 20, 2008), provides important guidance regarding whether and to what extent managers and members of a limited liability company (“LLC”) organized in Delaware owe duties to the LLC and its members

Delaware ruling lets plaintiffs get report of internal probe provided to Board of Directors

Day Pitney LLP
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USA
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February 18 2008

On November 30, 2007, a Delaware state trial court ruled that any attorney-client privilege had been waived as to outside counsel’s report of an internal investigation conducted at the behest of a Special Committee of the Board of Directors when the substance of the report had been presented orally by the Special Committee to the company’s entire Board of Directors

NY Court of Appeals introduces derivative liability exposure to LLC managers

Edwards Wildman Palmer LLP
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USA
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February 27 2008

On February 14, 2008, a divided New York Court of Appeals held that a member of a New York limited liability corporation (often referred to simply as a "LLC") could bring a derivative lawsuit on behalf of the LLC against the entity's managers

Delaware Supreme Court may uphold expansion of the potential liability of independent directors

Edwards Wildman Palmer LLP
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USA
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January 20 2009

This summer, the Delaware Chancery Court arguably expanded the potential liability of independent directors of Delaware corporations by declining to grant summary judgment in favor of non-conflicted, independent directors that had allegedly accepted a buyout offer without performing standard due diligence about the fairness of the deal

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Search results

Failure to timely file SEC reports is not a default under certain indenture reporting covenants

Ninth Circuit holds that Section 304 of the Sarbanes Oxley Act does not provide litigants with a private right of action

Advancement rights of former directors and officers

Piercing the veils

Second Circuit rules against motor vehicle dealer seeking additional warranty reimbursement from manufacturer under New York law

Colonial Bancgroup subprime shareholder derivative action dismissed

Delaware court confirms LLC managers and members owe fiduciary duties and duties of good faith and fair dealing

Delaware ruling lets plaintiffs get report of internal probe provided to Board of Directors

NY Court of Appeals introduces derivative liability exposure to LLC managers

Delaware Supreme Court may uphold expansion of the potential liability of independent directors

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