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Searching Content indexed under Directors and Officers by Orrick ordered by Published Date Descending.
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1
Terminating The Managing Director Of A German GmbH – How To Do It Legally Sound
The termination of the appointment is achieved by a shareholders' resolution revoking the appointment of the managing director.
Germany
15 Aug 2019
2
Can You Hear The Whistle Blowing Outside: CFTC Makes First Ever Whistleblower Award To Company Outsider
The U.S. Commodity Futures Trading Commission (CFTC) announced earlier this month that it had awarded more than $2 million to an individual who provided "critical information through independent analysis of market data".
United States
21 Mar 2019
3
All Aboard! California Law Requires More Female Representation On Boards Of Directors
As part of its effort to close gender-based pay gaps, California will now require companies to increase female representation on boards of directors.
United States
10 Dec 2018
4
Know Your Investors – Their Holdings And Board Seats Can Create Antitrust Risk For Your Company
A recent divesture ordered by the Federal Trade Commission should serve as a reminder that private equity- and venture capital-backed companies need to evaluate the other holdings of their investors..
United States
29 Oct 2018
5
The Potential Declawing Of The SEC: The Financial CHOICE Act
The Financial CHOICE Act (or "CHOICE Act 2.0"), which would significantly narrow the SEC's ability to bring enforcement actions and make it more challenging for it to prevail in such actions...
United States
1 Jun 2017
6
From Greyball To Snowball: Uber's Latest Travails, And How Multiple Investigations Of Misconduct May Imperil The Attorney-Client Privilege
Since then, the Portland City Council has voted to subpoena documents concerning the program, and lawmakers in Philadelphia and Austin have said they are cooperating with DOJ investigation.
United States
23 May 2017
7
Understanding The New DOJ Guidance: Part 1 – Tone At The Top
In February, the Department of Justice's Fraud Section offered a new perspective on what the government expects in a compliance program in the form of a series of questions that companies should be...
United States
29 Mar 2017
8
Avoiding Director Pay Litigation Roundtable
Jon Ocker and J.T. Ho of Orrick's Compensation & Benefits Team, Alex Talarides of the Securities Litigation Team and Mark Borges, Principal at Compensia, Inc., joined together on November 9, 2016...
United States
7 Feb 2017
9
CMA Obtains Director Disqualification For Breach Of Competition Law
The Competition and Markets Authority ("CMA") has today announced that it has secured the first disqualification of a director of a company which has infringed competition law.
United States
7 Dec 2016
10
SEC Announces Proposal To Require Universal Proxy Cards In Contested Elections
The SEC (by a 2-1 vote) has proposed amendments to the proxy rules that would mandate the use of a system of universal proxy cards in contested director elections.
United States
16 Nov 2016
11
District Court Follows Motorola Mobility To Apply FTAIA And Indirect Purchaser Doctrine To Dismiss U.S. Parent's Price-Fixing Claims Based On Its Foreign Subsidiary's Purchases
The Seventh Circuit's decision in Motorola Mobility v. AU Optronics – which blocked a U.S. parent's Sherman Act claim based on its foreign subsidiary's purchases...
United States
14 Nov 2016
12
Federal Court Rejects D&O Insurer's Interpretation Of "Loss" And Extends Coverage To Non-Recourse Judgment Against Individual Insureds
A federal district court recently held that a D&O policy's definition of "Loss" that includes amounts an insured is "legally obligated to pay" extends to consent judgments that forebear collection by the underlying plaintiffs.
United States
19 Oct 2016
13
How To Avoid Director Pay Litigation
In the last few years, Delaware courts have issued several rulings in lawsuits involving complaints of excessive compensation to non-employee directors
United States
17 Oct 2016
14
The SEC Wins First Jury Trial In A Muni Case: SEC v. City Of Miami And Michael Boudreaux
In what the SEC called "the first federal jury trial by the SEC against a municipality or one of its officers for violations of the federal securities laws"....
United States
20 Sep 2016
15
Ed Batts Authors Article On Limits To Director Compensation
Ed Batts, Global Co-Head of Orrick's M&A and Private Equity team, has authored an article on how recent decisions by the Delaware courts have placed limits on director compensation.
United States
13 Sep 2016
16
The Delaware Plaintiff's Bar Mines A New Vein Of Liability: Limits On Director Compensation
Compensation committees composed of independent outside directors were created as the check-and-balance guardians against management compensation engorgement.
United States
7 Sep 2016
17
Chancery Court Denies Motion To Dismiss Fiduciary Duty Claims Where Directors Approved Merger That Extinguished Threatened Derivative Claims
The Vice Chancellor did not address the claims against CAS because CAS did not move to dismiss the plaintiffs' claims.
United States
5 Sep 2016
18
It's Not Easy Being Green: Leapfrog Execs Dodge Class-Action Over Sales Projections
U.S. District Judge Edward Chen dismissed a shareholder lawsuit brought against educational toymaker LeapFrog Enterprises for failure to adequately plead statements were false or misleading...
United States
16 Aug 2016
19
Delaware Chancery Court Finds That Director Defendants Can Not "Merge Their Way Out Of" Breach Of Fiduciary Claims
On July 28, 2016, the Delaware Chancery Court allowed claims of unfair dealing against the Board of property management company Riverstone National Inc. to survive where the directors facilitated a...
United States
9 Aug 2016
20
The Ever-Increasing Importance Of The Shareholder Vote: Delaware Chancery Court Extends Corwin To Two-Step Mergers Under DGCL § 251(h)
On June 30, 2016, the Delaware Chancery Court extended the Supreme Court's holding in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015), to two-step mergers under DGCL § 251(h).
United States
12 Jul 2016
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