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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


Two stock option backdating derivative suits dismissed for failure to plead demand futility
  • Alston & Bird LLP
  • USA
  • January 23 2008

On January 11, 2008, Judge Ronald Whyte of the U.S. District Court for the Northern District of California dismissed two shareholder derivative suits alleging stock options backdating, citing the plaintiffs’ failure to plead with particularity that demand on the company’s board of directors was excused


Hampshire v. Kuttner: Delaware court reviews fiduciary duties of corporate officers and remedies for breach
  • Alston & Bird LLP
  • USA
  • July 27 2010

In Hampshire Group, Limited v. Kuttner, et. al., the Delaware Court of Chancery recently addressed fiduciary duties and standards of conduct applicable to corporate officers when those officers were involved in conduct that benefited their superior officer and consciously caused the company to violate the law


Uniform Unclaimed Property Act may literally be “reformed” if drafting effort is successful
  • Alston & Bird LLP
  • USA
  • March 10 2014

On February 21-22, 2014, the Uniform Law Commission's (ULC) Drafting Committee assigned to engage in a rewrite of the 1995 Uniform Unclaimed Property


SEC approves PCAOB’s new related party auditing standard and other related amendments
  • Alston & Bird LLP
  • USA
  • November 11 2014

On October 21, 2014, the Securities and Exchange Commission (SEC) approved the rules proposed earlier this year by the Public Company Accounting


Policing breach of contract with fraud: Fourth Circuit adopts implied certification theory of liability under the FCA
  • Alston & Bird LLP
  • USA
  • May 18 2015

As every government contracts lawyer knows, the False Claims Act (FCA) was originally passed in the midst of the American Civil War to combat


New SEC executive compensation disclosure rules more closely reflect FAS 123r reporting for equity grants
  • Alston & Bird LLP
  • USA
  • January 3 2007

On December 22, 2006, the Securities and Exchange Commission (Commission) amended its recently adopted rules governing disclosure of executive and director compensation


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


Fourth Circuit: LLCs are “unincorporated associations” for purposes of CAFA removal
  • Alston & Bird LLP
  • USA
  • January 20 2010

On January 8, 2010, the Fourth Circuit handed down the Ferrell decision, a reminder that even the Class Action Fairness Act of 2005 (CAFA) minimal diversity test for removal of class action lawsuits to federal court can encounter complicated and significant hurdles when a limited liability company (LLC) is involved as a defendant


Further word on appraisal rights from Delaware court: definition of “fair value”
  • Alston & Bird LLP
  • USA
  • January 27 2011

In Golden Telecom, Inc. v. Global GT LP, the Delaware Chancery Court recently reiterated its definition of “fair value,” rejecting arguments from both the company and the stockholder who exercised its appraisal rights under Section 262 of the Delaware General Corporation Law