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Searching Content indexed under Directors and Officers by Sheppard Mullin Richter & Hampton ordered by Published Date Descending.
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1
A Lawyer's Special Weapons And Tactics
A few years back, two of us had the privilege of joining a highly trained SWAT team in New Orleans responding to a call for a barricaded subject with an assault rifle.
United States
9 Aug 2019
2
Delaware Supreme Court Allows Caremark Claim To Proceed Against Directors Of Ice Cream Manufacturer Following Listeria Outbreak
In Marchand v. Barnhill, No. 533, 2018, 2019 Del. LEXIS 310, the Delaware Supreme Court reversed a Delaware Court of Chancery order dismissing a derivative claim alleging that an members of the board of directors...
United States
2 Aug 2019
3
Managers Beware: Can You Be Held Personally Liable For Wage And Hour Violations?
Accordingly, now more than ever, employers should ensure that their wage and hour practices comply with the applicable laws to keep personal liability to a minimum.
United States
3 Jan 2019
4
"Airing Out The Denny Crane Room": Recent SEC Action Emphasizes Need For Effective Disclosure Controls And Procedures For Executive Perquisites
The SEC seeks to have the CEO pay civil money penalties and be barred from any officer or director role with any issuer of registered securities.
United States
29 Aug 2018
5
California Court Of Appeal Enforces Delaware Forum Selection Clause Contained In Certificate Of Incorporation
This decision reflects continued deference by the California courts to Delaware forum selection clauses in certificates of incorporation.
United States
6 Jun 2018
6
Delaware Supreme Court Imposes New Limits On Stockholder Ratification Defense In Connection With Equity Incentive Plans
In In re Investors Bancorp, Inc. Stockholder Litigation, No. 169, 2017, 2017 WL 6374741 (Del. Dec. 13, 2017), the Delaware Supreme Court limited the ability of directors ...
United States
5 Jan 2018
7
Delaware Court Of Chancery Rejects Bylaw That Required Supermajority Stockholder Vote To Remove Directors In Violation Of 8 Del. C. § 141(K)
In Frechter v. Zier, C.A. No. 12038-VCG, 2017 WL 345142, the Delaware Court of Chancery granted plaintiff's motion for summary judgment on a declaratory relief claim...
United States
16 Feb 2017
8
Company Directors Beware – The CMA's Disqualification Order
Today, the UK Competition and Markets Authority (CMA) published a 60-second summary for company directors to avoid disqualification for breaches of competition law.
UK
2 Feb 2017
9
Delaware Supreme Court Confirms That Dilution Claims Typically Are Derivative And Are Extinguished After A Merger
Stockholder claims alleging wrongful dilution are typically considered to be derivative in nature.
United States
24 Jan 2017
10
Ninth Circuit Permits SEC To Assert Standalone Claim For False Sarbanes-Oxley Certification And Confirms Disgorgement Remedy Against CEO And CFO Despite Lack Of Personal Involvement In Underlying Misconduct
The Ninth Circuit broke new ground by providing the SEC with a new independent cause of action under SEC Rule 13a-14, 17 C.F.R. § 240.13a-14, against a CEO or CFO who certifies false or misleading statements.
United States
14 Sep 2016
11
SEC Approves Nasdaq's Proposed Rule On Third Party Payments To Directors And Director-Nominees – The "Golden Leash" Disclosure
On July 1, 2016, the Securities and Exchange Commission (the "SEC") approved, on an accelerated basis, proposed amendments to the listing rules of The Nasdaq Stock Market LLC ("Nasdaq") to require...
United States
4 Aug 2016
12
Tenth Circuit Upholds Nevada Law By Denying Stockholders Standing To Bring Claims On Behalf Of Nevada Corporation
The Tenth Circuit held that stockholders of a Utah-based, Nevada corporation, who failed to make pre-suit demand that the corporation's board of directors cause the corporation to file claims against past and present directors (including one-half of the corporation's board of directors), could not litigate those claims derivatively.
United States
8 Jul 2016
13
Big Head, Big Dreams, Big Mistake?
At least on paper, Episode 23 was a heartwarming story of new beginnings. Sure, Richard was subjected to an excruciating limbo during which Laurie interviewed other people for "his" job as CEO.
United States
6 Jun 2016
14
Laurie & Monica Out-Action Jack…And Other Fiduciary Duties (Silicon Valley – Episode 22)
Episode 22 provides a decisive and satisfying showdown between Jack's Box plan and Richard's consumer platform option.
United States
27 May 2016
15
Success Is Not Always Founder Friendly (Silicon Valley – Episode 19)
HBO's Silicon Valley is back, but Richard is still out as Pied Piper's CEO.
United States
4 May 2016
16
Justice Friedman Allows Breach Of Fiduciary Duty Claim To Proceed Against Corporate Directors Under Delaware Law
In AP Services, LLP v. Lobell et. al, No. 651613/2012, 2015 NY Slip Op 31115(U) (N.Y. Sup. Ct. June 19, 2015) (argued Feb. 21, 2014), Justice Friedman, applying Delaware Law...
United States
23 Sep 2015
17
Delaware Supreme Court Reinforces Importance Of Clear And Precise Bylaw Provisions And Specifically Drafted Notices Of Annual Meetings
The Courts' rulings in this case confirm that a "save the date"-type general notice of when a Delaware corporation plans on scheduling its annual meeting of stockholders will not suffice to trigger advance notice deadlines.
United States
24 Jul 2015
18
The Days Of The Vultures (Silicon Valley – Season 2 Finale)
This season's finale of Silicon Valley provided Richard with only the briefest moment of victory before he once again faces losing Pied Piper.
United States
26 Jun 2015
19
Back To The Future – Should Stock Incentive Plans Impose Grant Limits On Non-Employee Director Awards?
On April 30, 2015, the Court of Chancery of the State of Delaware rendered an important case decision in a procedural matter dealing with the equity compensation of non-employee members of a company's board of directors.
United States
24 Jun 2015
20
"Dead Hand Proxy Puts" Garner Increased Stockholder Scrutiny In Delaware
Credit agreements often contain default terms based upon changes in control of the borrower, including when the borrower's "continuing directors" no longer constitute a majority of the board of directors.
United States
15 Jun 2015
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