Searching Content indexed under Directors and Officers by Reed Smith ordered by Published Date Descending.
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Artificial Intelligence: The New Frontier For Assessing Insurance Coverage
U.S. and international businesses are accelerating their use of artificial intelligence (AI)[1] at an unprecedented rate
United States
18 Jun 2019
Financial Advisor Conflicts Of Interests: Rural/Metro And Other Recent Cases
In a series of recent decisions, Delaware courts have emphasized the potential risks arising when a board's financial advisor has a conflict of interests.
United States
14 Dec 2015
Delaware Court Of Chancery Cautions Directors: Be Vigilant In Recognizing Advisor's Conflict Of Interests
Shareholders challenged the merger of Zale Corporation with Signet Jewelers Ltd.
United States
22 Oct 2015
Board Of Directors: Guide To Cybersecurity Oversight
Cybersecurity and data breach risk were prominent subjects at the 35th Annual Ray Garrett Corporate and Securities Law Institute held on April 30, 2015 at Northwestern Law School in Chicago.
United States
19 May 2015
Cybersecurity Oversight: What Is A Board Of Directors To Do?
Cybersecurity and the risks of data breaches figured prominently at the 35th Annual Ray Garrett Corporate and Securities Law Institute held April 30, 2015, at Northwestern Law School in Chicago.
United States
14 May 2015
Delaware Court Limits Stockholder Ratification Defense For Derivative Claim Challenging Director Compensation
Plaintiff initiated derivative litigation challenging the award of restricted stock units ("RSU") to eight non-employee directors of the Company from 2011–2013.
United States
8 May 2015
Dead Hand Provisions: A Lesson For Lenders From The Delaware Chancery Court
In Pontiac General Employees Retirement System v. Ballantine, et al., the Delaware Chancery Court refused to dismiss a claim against a lender for aiding and abetting a breach of fiduciary duty by the borrower's directors.
United States
12 Feb 2015
Lessons Learned: Report All Potential D&O Liability Insurance Claims Without Delay
The policyholder sought coverage from its primary D&O liability insurer, for defense costs it incurred in an SEC enforcement action commenced during the AXIS policy period.
United States
12 Jan 2015
On The Coattails Of United States v. Trek Leather, Make Sure You Have Suitable D&O Coverage
Corporate directors and officers have a long list of things that can keep them up at night.
United States
9 Dec 2014
Are Your Company’s Directors And Officers Suitably Insured For Negligence And Civil Fines And Penalties?
Corporate directors and officers have a long list of things that can keep them up at night. Personal liability for civil fines and penalties arising out of negligence should not be one of them.
United States
9 Dec 2014
Fair Valuation And Mutual Fund Directors: The Great Valuation Divide And Its Implications
This is the third in a series of Client Alerts regarding the risks that misvalued securities pose for the independent directors1 of investment companies.
United States
19 Jul 2014
Fair Valuation And Mutual Fund Directors: Alternative Approaches To Valuation
I previously analyzed six published SEC enforcement cases I found naming independent directors of an investment company as respondents.
United States
20 Jun 2014
Fair Valuation And Mutual Fund Directors: History Of Enforcement Actions Against Independent Directors
The staff of the Division of Investment Management announced that it would not propose comprehensive guidance on valuation of investment company portfolios this year.
United States
6 Jun 2014
FDIC Issues Warning On D&O Liability Insurance Policies
CMP Insurance, D&O, FDIC, Federal Deposit Insurance Corporation, Financial Institution Letter 47-2013
United States
15 Oct 2013
U.S. Securities Laws Poised for Major Shift as President Signs 'JOBS Act'
On March 27, 2012, the U.S. House of Representatives approved a package of legislation collectively referred to as the "Jumpstart our Business Start-ups Act" (JOBS Act).
United States
16 Apr 2012
Corporate Governance Best Practices - 2012 Proxy Season
As we enter proxy season, the boards of directors of public companies will be considering various corporate governance issues.
United States
7 Mar 2012
ISS Issues Final Policies For 2012
On November 17, 2011, Institutional Shareholder Services Inc. ("ISS") issued its final U.S. Corporate Governance Policy for 2012.
United States
30 Nov 2011
Ohio District Court Has Its Say On Say-On-Pay
Public companies are now required to provide shareholders with an advisory "say-on-pay" vote on resolutions regarding the compensation of the company's named executive officers, under the new rules adopted by the Securities and Exchange Commission ("SEC") in early 2011 under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 ("Dodd-Frank Act").
United States
3 Nov 2011
Guidelines From Two Important Delaware M&A Cases
Applying the Entire Fairness Standard, Buyer and its Affiliated Directors Held Liable for $1.263 Billion
United States
27 Oct 2011
SEC Issues Legal Bulletin On Shareholder Proposals
Staff Legal Bulletin No. 14F ("Shareholder Proposals"), issued by the SEC Division of Corporation Finance, describes a change in the staff's position on proof of compliance with the share ownership requirement for persons making shareholder proposals.
United States
20 Oct 2011
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