Searching Content indexed under Directors and Officers by Mintz ordered by Published Date Descending.
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Delaware Court Of Chancery Reaffirms Entire Fairness Standard In Director Compensation
On May 31, 2019, in Stein v. Blankfein, et. al., the Delaware Court of Chancery reaffirmed the Delaware Supreme Court's holding in In re: Investors Bancorp, Inc. Stockholder Litigation that the "entire fairness" standard ...
United States
21 Jun 2019
You've Got Mail! Emails May Be Subject To Stockholder Books And Records Requests
Delaware corporations have always been required to provide certain information to their stockholders under Section 220 of the DGCL, but the scope and form of that information has naturally changed as technology advances.
United States
18 Jun 2019
In Massachusetts, Directors And Investors Acting In Their Normal Capacities Do Not Have Personal Liability For Wage Act Violations
In 1997, H. Fisk Johnson, III agreed with Andrew Segal to form a biotechnology company, Genitrix, LLC.
United States
9 Feb 2018
Exculpatory Provisions Under Delaware Law: Say What You Mean And Mean What You Say
Exculpation provisions in operating agreements must be carefully crafted in order to protect members, managers, directors and officers for breaches of fiduciary duties.
United States
18 Jul 2017
Appeal In Home Depot Data Breach Derivative Action Results In Settlement Of Corporate Governance Claims
Snatching victory of a sort from the jaws of defeat, shareholders who brought a derivative action alleging that the 2014 Home Depot data breach resulted from officers' and directors' breaches...
United States
5 May 2017
Another Reminder That Director Limits Set Forth In Equity Plans Allow Director Compensation To Be Reviewed Under The More Lenient Business Judgment Rule
Earlier this month, in In re Investors Bancorp, Inc. Stockholders Litigation, the Delaware Court of Chancery reiterated its view that placing a meaningful limit on director equity awards...
United States
4 May 2017
The Definition of Insanity? Wendy's Shareholders File Derivative Action Based On 2015-16 Data Breach
An old saw defines insanity as doing the same thing over and over again and expecting a different result. Wendy's shareholders recently flouted that maxim by filing a derivative action...
United States
22 Dec 2016
Ninth Circuit Holds That SOX 304 Clawback Applies To Executives That Are Not At Fault
The Ninth Circuit held that Section 304 of the Sarbanes-Oxley Act allows for a clawback of CEO and CFO compensation regardless of whether the clawback was triggered by personal misconduct.
United States
15 Sep 2016
Fizzled Suit Against Target Officers And Directors Raises Question As To The Value Of Derivative Claims In Data Breach Cases
In a terse two-page order, Senior District Court Judge Paul Magnuson dismissed derivative claims brought against officers and directors of Target in connection with the 2013 holiday-season data breach.
United States
15 Jul 2016
Eighth Circuit Issues Decision Significant For All Executives Of FDA-Regulated Businesses
In 2010, approximately 56,000 Americans fell ill with salmonellosis after consuming contaminated eggs.
United States
15 Jul 2016
Federal Agencies Release Joint Proposed Rule On Financial Institution Incentive-Based Compensation
The proposed rule applies to "covered financial institutions" that have over $1 billion in average total consolidated assets.
United States
7 Jun 2016
Questions EB-5 Regional Centers Should Be Asking When Purchasing D&O Coverage
To minimize exposure and unwelcome scrutiny by regulators, as a starting point, it is critical to develop and implement a robust compliance program, particularly where the investments qualify as state or federal securities.
United States
18 Nov 2015
A WARNing To Directors And Officers — Failure To Give Proper WARN Act Notice May Breach Your Fiduciary Duty
At first glance, Stanziale v. MILK072011, looks like someone suing over a bad expiration date and conjures up images of Ron Burgundy proclaiming "milk was a bad choice."
United States
12 Oct 2015
What Questions Should Executives Ask About Their D&O Insurance Following The New DOJ Policies?
My colleague, Heidi Lawson recently wrote a post on Securities Matters that analyzed the implications of the Justice department's newest initiative to prosecute executives for white collar crimes...
United States
17 Sep 2015
What Questions Executives Should Be Asking About Their D&O Insurance Following The New DOJ Policies Issued Last Week
This announcement appears to be the start of a larger agenda hinted at by newly minted Attorney General Loretta Lynch, who has promised to focus on white-collar crime.
United States
15 Sep 2015
Data Security Breach Documents Sought In Home Depot Books-And-Records Suit
Home Depot was recently hit with a books-and-records suit in the Delaware Court of Chancery, Frohman v. Home Depot, which seeks documents relating to the giant retailer's data security breach last September.
United States
22 Jun 2015
Why Directors And Officers Should Demand A Separate Indemnification Agreement
Corporate directors and officers ("D&O's") face significant personal exposure whenever their corporation is involved in a dispute or investigation.
United States
26 May 2015
Preserving Net Operating Losses (NOL) Carryforward: What Are You Doing To Protect Your Company’s Valuable Tax Assets?
A company’s past NOLs can be used to offset taxable income in future years, subject to certain limitations.
United States
9 Apr 2015
More "Broken Windows": SEC Charges Schedule 13D Filers With Disclosure Violations For Failing To Update Ownership Reports
When a significant stockholder in a publicly-held company is considering plans to take the company private, how soon must the stockholder disclose those plans in a Schedule 13D filing?
United States
25 Mar 2015
Preparation for 2014 Fiscal Year-End SEC Filings And 2015 Annual Shareholder Meetings
As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange Commission and their annual shareholder meetings.
United States
4 Feb 2015
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