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Litigation threat means public companies should review director compensation process
  • Locke Lord LLP
  • USA
  • June 16 2015

Corporate directors are permitted to, and regularly do, set their own compensation. This has not been controversial because boards have typically


The Brocade trial: Judge Breyer postpones decision on motion to dismiss
  • Locke Lord LLP
  • USA
  • July 20 2007

On July 19, 2007, Judge Breyer deferred, for the second time, his decision on the pending motion to dismiss in the Brocade stock options backdating trial


Further analysis of the KPMG dismissal
  • Locke Lord LLP
  • USA
  • July 23 2007

By Order dated July 16, 2007, Judge Kaplan confirmed his previous holding, in connection with KPMG tax shelter litigation, that the government’s interference with KPMG’s payment of the legal fees of its employees and former employees (under the now-superseded Thompson Memo) violated the employee’s constitutional rights


The Brocade trial: Judge Breyer may take case away from jury
  • Locke Lord LLP
  • USA
  • July 9 2007

The first criminal trial of stock options backdating conduct may end with the court finding that government prosecutors failed to present sufficient evidence of intent to support a conviction


The Brocade trial: an important defense gets in the door
  • Locke Lord LLP
  • USA
  • July 3 2007

Until last Friday, Greg Reyes, Brocade's former CEO, had been unable raise an important aspect of his defense: Brocade was only one of many companies that allegedly manipulated stock options grants


Quasi-California Corporations - the application of California’s long-arm statute in mergers and acquisitions
  • Locke Lord LLP
  • USA
  • October 29 2014

California Corporations Code Section 2115 sets forth a "long-arm statute" which requires corporations incorporated outside of California, but with


Delaware Supreme Court affirms oversight standard
  • Locke Lord LLP
  • USA
  • January 17 2007

In Stone v Ritter, et al, 2006 WL 3169168 (Del Nov 6, 2006), the Delaware Supreme Court affirmed the Court of Chancery’s dismissal of a derivative action against certain current and former directors of AmSouth Bancorporation (“AmSouth”), a Delaware corporation which paid approximately $50 million dollars in fines and penalties in order to resolve investigations for alleged violations of the federal Bank Secrecy Act and federal anti-money laundering regulations


Delaware Court of Chancery holds that controlling stockholder and directors breached their fiduciary duty of loyalty to the minority stockholders in connection with the allocation of merger proceeds
  • Locke Lord LLP
  • USA
  • January 19 2007

The case of Oliver v Boston University, 2006 WL 1064169 (Del Ch Apr 14, 2006) involved Seragen, Inc (“Seragen”), a financially troubled biotechnology corporation that was nurtured and controlled by Boston University (“BU”) and by affiliates of BU


Cooperation may no longer mean abandoning duty to advance defense costs
  • Locke Lord LLP
  • USA
  • January 19 2007

It is no secret that, in the last few years, the United States government has made corporate misconduct one of its top prosecutorial priorities


Federal court holds Sarbanes-Oxley does not prohibit advancement of indemnifiable expenses
  • Locke Lord LLP
  • USA
  • January 19 2007

In Envirokare Tech, Inc v Pappas, 420 F Supp 2d 291 (SDNY 2006), the Southern District of New York held that Section 402 of the Sarbanes-Oxley Act of 2002, which prohibits a publicly reporting company from making personal loans to its executive officers and directors, does not prohibit a company from advancing defense costs to its directors or officers as those costs are incurred even though the advances are repayable if indemnification were ultimately held to be unavailable