Searching Content indexed under Directors and Officers by Cozen O'Connor ordered by Published Date Descending.
Links to Result pages
Benefit Corporations - A New Type Of Corporation - Are Now Authorized In Pennsylvania
On January 23, 2013, the Pennsylvania Benefit Corporation Act (the Act) became effective.
United States
23 Mar 2013
Pennsylvania Court Decertifies Class In Fiduciary Breach Case Against H & R Block
The Pennsylvania Supreme Court last week upheld the decertification of a class of H&R Block customers challenging the tax preparer’s "Rapid Refund" program as deceptive, holding that the existence of a confidential relationship between H&R Block and each class member—a prerequisite to the plaintiff’s claim for breach of fiduciary duty—cannot be determined on a classwide basis.
United States
12 Sep 2012
Will SEC Guidance Awaken Private Companies To Cyber Insurance Needs?
Many who underwrite or broker insurance, or practice law in the cyber/technology/privacy realm migrated to this emerging area from the directors and officers liability regime.
United States
21 Jun 2012
Poison Pills Are Back In The News: What You Need To Know
Shareholder rights plans, commonly known as poison pills, are used by companies to defend against hostile takeovers. A poison pill creates an incentive for a hostile bidder to negotiate with the target company and, in certain cases, deter an unwanted offer completely.
United States
17 Oct 2011
3d Circuit Permits Pennsylvania Minority Shareholder To Sue Majority Shareholders For Breach Of Fiduciary Duty After Completion Of Cash-Out Merger
In August, 2011, the U.S. 3d Circuit Court of Appeals held that the fact that the Pennsylvania Business Corporation Law (the PBCL) gives appraisal rights to minority shareholders "squeezed out" by a merger does not preclude other remedies, including a breach of fiduciary duty claim.
United States
30 Sep 2011
SEC Proposes Say-On-Pay Rules
Pursuant to Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, on October 18, 2010, the U.S. Securities and Exchange Commission (the SEC) proposed amending its rules to enable shareholders to cast advisory votes on executive compensation and golden parachute compensation.
United States
18 Nov 2010
Supreme Court Limits Exposure of Directors and Officers to Prosecutions for Honest Services Fraud
In three decisions issued on June 24, 2010, the Supreme Court of the United States limited a favorite tool of prosecutors—the honest services statute—to its "solid core."
United States
15 Jul 2010
D&O Policies in Bankruptcy - Delaware Bankruptcy Court Rules that Directors and Officers May Access Eroding Policy Notwithstanding Company's Bankruptcy Filing
A company’s bankruptcy filing affects its D&O insurers and the insured directors and officers in significant ways.
United States
5 Jul 2010
D&O Insurance: Limiting Attorneys’ Fee Awards in Derivative Suits
On May 6, 2010, the Delaware Court of Chancery approved the settlement of a derivative action captioned "In re Cox Radio, Inc. Shareholders Litigation", No. Civ. A. 4461-VCP, and ruled on plaintiffs’ attorneys’ application for a fee award.
United States
8 Jun 2010
Dow Chemical Decision – Delaware Chancery Court Reaffirms Business Judgment Rule is Alive and Well in Delaware
A few recent Delaware cases had cast doubt on the protections afforded to directors of a Delaware corporation. More recent decisions, however, seem to indicate that protections for directors of a Delaware corporation are alive and well.
United States
20 Apr 2010
Market Capitalization Deemed More Reliable Measure Of Company Value Than Estimates Of Expert Witnesses
In VBC LLC v. Campbell Soup Co., 482 F.3d 624, (C.A.3., Jan, 18, 2007), the United States Court of Appeals for the Third Circuit held that a company’s market capitalization several months after the spin-off from its parent provided stronger evidence of the company’s value at the time of incorporation than the estimates of the parties’ experts.
United States
30 Aug 2007
Links to Result pages