On January 6, a federal judge for the Western District of New York denied a cannabis and tobacco engineering company’s attempt to dismiss claims that it concealed a U.S. Securities and Exchange Commission (SEC) investigation...more
There is a new demand futility test in Delaware, adopted on September 23 by the Delaware Supreme Court in affirming dismissal of a stockholder derivative action against Facebook, Inc. (Facebook) founder, Mark Zuckerberg, and...more
In a noteworthy decision refining application of the Securities Litigation Uniform Standards Act (SLUSA), the Ninth Circuit recently held that SLUSA did not bar a state law class action for alleged breach of fiduciary duties...more
Pamela Palmer, James Levine, Howard Privette and Samantha Burdick of Troutman Pepper Hamilton Sanders LLP discuss California’s newly enacted board diversity law and the legal challenges it faces.
Originally published in...more
As Troutman Pepper recently reported, the second half of 2020 brought a new wave of board diversity derivative litigation. These shareholder suits claimed boards of directors of public companies allegedly breached their...more
In a decision likely to cause some consternation for companies defending against federal securities claims, the U.S. District Court for the Northern District of California issued an unpublished decision on March 22,...more
With a hot national spotlight on issues of racial diversity, equality, and inclusion, the composition of corporate boards of directors faces increased scrutiny from the American public, legislators, and the plaintiffs’ bar....more
With a hot national spotlight on issues of racial diversity, equality, and inclusion, the composition of corporate boards of directors is facing increased scrutiny from the American public, legislators and the plaintiffs’...more
As COVID-19 related economic disruptions place unprecedented stress on cash flows, the risk of insolvency is a new and growing concern for many businesses. ...more
Troutman Sanders and Pepper Hamilton are producing a series of podcasts to discuss litigation topics that have been brought to the forefront by the COVID-19 pandemic and how businesses might be able to prepare and...more
On March 18, in Salzberg v. Sciabacucchi, No. 346, 2019, the Delaware Supreme Court held that Delaware corporations may validly adopt forum selection provisions requiring that all claims arising under the federal Securities...more
A year ago, sexual assault allegations against movie mogul Harvey Weinstein rocked the entertainment industry and quickly led to the rise of the #MeToo movement, sparking an upsurge of reports and claims of sexual harassment...more
11/29/2018
/ #MeToo ,
Class Action ,
Corporate Liability ,
D&O Insurance ,
Derivative Suit ,
Employer Liability Issues ,
Employment Practices Liability Coverage ,
Harassment ,
Hostile Environment ,
Mandatory Arbitration Clauses ,
Non-Disclosure Agreement ,
Popular ,
Securities Fraud ,
Sexual Harassment
The U.S. Supreme Court issued a unanimous decision on March 20 holding that investors are free to file securities class action lawsuits challenging the veracity of stock registration statements under Section 11 of the...more
3/30/2018
/ Class Action ,
Corporate Counsel ,
Corporate Issuers ,
Cyan Inc v Beaver Cty Emps Ret Fund ,
Initial Public Offering (IPO) ,
Jurisdiction ,
Material Misstatements ,
PSLRA ,
Removal ,
SCOTUS ,
Section 11 ,
Securities Act of 1933 ,
Securities Litigation ,
Securities Violations ,
SLUSA ,
State Law Claims
Directors and officers are exposed to potential liability from suits by the company, shareholders, and debt holders, among others. There are, however, a number of protections available to protect the assets of directors and...more
12/27/2017
/ Asset Protection ,
Board of Directors ,
Corporate Officers ,
D&O Insurance ,
Department of Justice (DOJ) ,
Derivative Suit ,
Enforcement Actions ,
Indemnification ,
Insurance Industry ,
Liability Insurance ,
Personal Liability ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation
The DOJ’s Yates Memo makes individual prosecutions a higher priority and makes a company’s own identification of potentially culpable individuals an explicit factor in assessing cooperation credit....more
9/14/2015
/ Corporate Fines ,
Corporate Governance ,
Deferred Prosecution Agreements ,
Department of Justice (DOJ) ,
DPA ,
Enforcement Actions ,
Foreign Corrupt Practices Act (FCPA) ,
Non-Prosecution Agreements ,
Proffer Agreement ,
Securities and Exchange Commission (SEC) ,
Wells Notice ,
Whistleblowers ,
White Collar Crimes ,
Willful Misconduct