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Results: 1-10 of 103

California Court of Appeal, Third District holds in-house attorney may be liable for malpractice for failing to warn employee about conflict
  • Locke Lord LLP
  • USA
  • December 4 2013

The California Court of Appeal, Third District, in Yanez v. Plummer, 2013 WL 5915639, Cal. Ct. App. 3d Dist., No. C070726 (Nov. 5, 2013) recently


United States Supreme Court rejects presumption of prudence for stock-drop case
  • Locke Lord LLP
  • USA
  • June 26 2014

In a highly anticipated decision, the United States Supreme Court held that fiduciaries of employee stock ownership plans ("ESOPs") are not entitled


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


Internal investigations - the three C’s confidence. credibility. cost
  • Locke Lord LLP
  • USA
  • June 11 2015

Boards of Directors and management at companies of all sizes face a common problem: they need to make decisions that are best for the company and in


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


Delaware Court of Chancery strikes down poorly drafted charter and bylaw provisions as void under Delaware law
  • Locke Lord LLP
  • USA
  • January 19 2007

In Lions Gate Entertainment Corp. v. Image Entertainment Inc., 2006 WL 1668051 (Del. Ch. June 5, 2006), the Delaware Court of Chancery (i) struck down a provision contained in Image’s bylaws that attempted to give the directors power to amend the bylaws when that power was not conferred in the charter, (ii) voided a charter provision that attempted to give the Image directors the right to amend the charter without stockholder approval, and (iii) held that Image was not entitled to reformation of the charter and bylaws


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


Enforcing US Stock and Bonus Plan Provisions Against UK Executives
  • Locke Lord LLP
  • United Kingdom, USA
  • January 7 2016

Key UK Court of Appeal decision highlights the difficulty in enforcing US choice of law provisions within stock or bonus plans against UK based