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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


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


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


Delaware Supreme Court holds that directors may not use equitable standing to pursue derivative actions
  • Alston & Bird LLP
  • USA
  • February 22 2008

A recent decision by the Delaware Supreme Court Schoon v. Smith, No. 554, 2008 Del. LEXIS 67 (Feb. 12, 2008) further reinforced a principle well entrenched in Delaware jurisprudence namely, that an individual who is a member of the board of directors cannot initiate a derivative suit on behalf of the corporation unless he or she complies with Section 327 of the Delaware General Corporation Law


Cybersecurity: what directors need to know in an era of increased scrutiny
  • Alston & Bird LLP
  • USA
  • August 6 2014

"Boards that choose to ignore, or minimize, the importance of cybersecurity responsibility do so at their own peril." SEC Commissioner Luis A


Sixth Circuit locks the door on ERISA class action in Taylor v. Keycorp
  • Alston & Bird LLP
  • USA
  • June 6 2012

On May 25, 2012, the United States Court of Appeals for the Sixth Circuit affirmed the dismissal of a class representative’s putative ERISA class action against KeyCorp and related defendants because the proffered “class representative” could not demonstrate that she suffered any actual injury from the alleged breach of fiduciary duty and, therefore, lacked standing


Northern District of Georgia affirms BJR protection of bank directors and officers and requires FDIC to specifically identify each defendant’s grossly negligent conduct
  • Alston & Bird LLP
  • USA
  • August 15 2012

On August 14, 2012, the U.S. District Court for the Northern District of Georgia affirmed the applicability of the business judgment rule in connection with actions taken by bank directors and officers and dismissed ordinary negligence and breach of fiduciary duty claims brought by the Federal Deposit Insurance Corporation (FDIC) against various former directors and officers of a now-defunct Georgia bank


North-South spinoffs
  • Alston & Bird LLP
  • USA
  • March 9 2012

A North-South spinoff is a section 355 distribution that is accompanied by a contribution of property from the shareholder to the Distributing corporation


Contractor’s officers liable for failure to complete punch list
  • Alston & Bird LLP
  • USA
  • June 20 2012

A cautionary tale about the consequences of disregarding the separateness of a corporate entity is told in the recent case of Christopher v. Sinyard out of Georgia


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