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Results: 1-10 of 103

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


Delaware Court of Chancery tackles issue of first impression and rules that stock option backdating violates a director’s fiduciary duty of loyalty
  • Locke Lord LLP
  • USA
  • October 9 2007

In Ryan v. Gifford, 918 A.2d 341 (Del. Ch. 2007), the Delaware Court of Chancery addressed a novel issue of Delaware law: whether backdating stock option grants violates one or more fiduciary duties


Illinois Supreme Court applies broad “stream of commerce” approach
  • Locke Lord LLP
  • USA
  • April 30 2013

Are you, or your clients, a non-Illinois manufacturer without any offices, assets, property or employees in Illinois and have no license to do


U.S. Supreme Court provides clear guidance and formidable tools for parties seeking to enforce contractual forum-selection clauses
  • Locke Lord LLP
  • USA
  • December 4 2013

On December 3, 2013, the Supreme Court issued an important ruling for companies that routinely conduct business in multiple venues across the


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