Episode 335 -- The New DOJ Whistleblower Program
Navigating Emerging Privacy Issues in Financial Services — The Consumer Finance Podcast
Implications of the SEC Cybersecurity Disclosure Rule
Corruption, Crime and Compliance: SEC Suffers Dismissal of Claims in Solarwinds Securities Fraud Case
Episode 334 -- District Court Dismisses Bulk of SEC Claims Against Solarwinds
The Woody Report: The Solar Winds Dismissal
In That Case: Securities and Exchange Commission v. Jarkesy
Corruption, Crime and Compliance: Deep Dive into The SEC’s Settlement with R&R Donnelly on Cybersecurity Controls
Episode 332 -- Deep Dive into SEC’s Internal Controls and Cybersecurity Settlement with R&R Donnelly
The Justice Insiders Podcast: Jarkesy’s Implications for the Administrative State
DE Under 3: OFCCP Must Shut Down its Administrative Court Prosecutions as a Result of SCOTUS’ SEC Jury Trial Case Decision
Dogecoin’s Day in Court
Unpacking the Lummis-Gillibrand Payment Stablecoin Act: Implications for the Digital Asset Industry — The Crypto Exchange Podcast
Podcast: Is Cryptocurrency a Security (like an orange grove)?
Navigating the Regulatory Waters: The SEC's Wells Notice to Uniswap and its Impact on DeFi — The Crypto Exchange Podcast
Will Resiliency Carry the Digital Asset Sector Through 2024: Federal Legislative Developments and OFAC Consent Orders — The Crypto Exchange Podcast
Compliance into the Weeds: The WACKO Enforcement Action Involving BF Borgers
Meeting the Proposed SEC Climate Disclosure Requirements
Understanding the Whistleblower Pilot Program in the Southern District of New York
2 Gurus Talk Compliance: Episode 26 – The Compliance Week Wrap Up Edition
In this issue, we discuss Delaware court developments, including the first-ever dismissal of a SPAC disclosure complaint, as well as rulings pertaining to financial advisor conflict and disclosure law, state laws involving...more
The first half of 2024 has been a watershed moment for the development of controller law in the Delaware courts. Among the highlights, the Delaware Supreme Court reexamined and confirmed that transactions involving a...more
The Delaware Supreme Court recently issued two opinions weighing in on the scope of disclosures involving board advisors in connection with M&A transactions that warrant close attention. In both rulings — each written en banc...more
Recent developments in the Court of Chancery concerning a corporate board’s duty to monitor and provide oversight over a corporation’s operations, so-called Caremark claims, are likely to intersect with the Securities and...more
As the preferred place of incorporation for most U.S. companies, Delaware has long been a leader in the development of statutory and common law on corporate governance. In keeping with this role, the Delaware legislature...more
In 2021, 182 securities class actions were filed against issuers of stock listed on US exchanges. This statistic means that the total number of annual filings in 2021 was down 13% compared to 2020. As highlighted in our...more
Delaware Court of Chancery Dismisses Marriott Data Breach Derivative Suit; DOJ Announces Creation of National Cryptocurrency Enforcement Team; Fifth Circuit Applies New Standard for Disgorgement Orders In Securities Cases to...more
Delaware Court of Chancery Finds that Director’s Email on Outside Email System Remains Confidential; Delaware Supreme Court Overrules Longstanding Precedent Regarding Derivative Versus Direct Standing; SEC Files Crowdfunding...more
Northern District of California Dismisses Traders’ Suit Against Bitmex Crypto Exchange with Prejudice; Delaware Supreme Court Upholds Chancery Court Ruling That Stockholder Appraisal Rights Can Be Waived by Contract;...more
SCOTUS Grants Certiorari to Decide Whether Automatic Discovery Stay Applies to Securities Act Cases in State Court; Delaware Court of Chancery Dismisses Stockholder Suit Against FedEx for Failure to Make Pre-Litigation...more
Massachusetts Superior Court BLS Finds No Duty to Disclose Alleged Preliminary Merger Discussions, Northern District of California Declines to Dismiss Oracle Fraud Class Action Suit, SCOTUS Hears Oral Argument in Goldman...more
There were several important developments impacting private investment funds in 2020. The SEC continued to prioritize this area of the capital markets, and it issued important rules and guidance impacting private funds and...more
In 2019, the Delaware Supreme Court issued Marchand v. Barnhill, which was soon followed by the Court of Chancery’s opinion in In re Clovis Oncology Derivative Litigation. Both rulings sustained derivative claims for breach...more
What are the obligations of a Board member regarding the Foreign Corrupt Practices Act (FCPA)? Are the obligations of the Compliance Committee under the FCPA at odds with a director’s “prudent discharge of duties to...more
The Delaware Supreme Court upheld the validity of exclusive federal forum provisions included in Delaware certificates of incorporation requiring actions arising under the Securities Act of 1933 to be filed in federal court...more
In the highly anticipated decision of Salzberg v. Sciabacucchi, No. 346, 2019, 2020 WL 1280785 (Del. Mar. 18, 2020), the Delaware Supreme Court held that a provision in several Delaware corporations’ charters, requiring that...more
This issue includes summaries and associated court opinions of selected cases principally decided between October 2019 and January 2020. ...more
On February 26, 2020, Skadden held a webinar titled “Reevaluating the Board Risk Oversight Process: Implications of Marchand and Other Recent Developments.” The panelists were Edward Micheletti, litigation partner and...more
Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more
Caremark Developments -- Do You Know What You Don’t Know? In 1996, the Delaware courts created what has become known as a Caremark claim: an allegation that directors failed to exercise oversight of the organization....more
On October 1, 2019, the Delaware Court of Chancery issued its decision in In re Clovis Oncology, Inc. Derivative Litigation, C.A. No. 2017-0222-JRS (Del. Ch. Oct. 1, 2019), which addresses the duties of directors to oversee...more
Corporate Governance and Securities Law Developments - Directors Can Be Held Liable for Failure to Oversee “Mission Critical” Regulatory Compliance - On October 1, the Delaware Court of Chancery refused to dismiss a...more
On October 1, 2019, the Delaware Court of Chancery applied the Delaware Supreme Court’s recent decision on Caremark board oversight claims in the context of operating in a highly regulated industry to allow derivative claims...more
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May and August 2019....more
The following update highlights recent corporate governance hot topics and trends for directors of public companies. Board Oversight of Mission-Critical Risks - In June 2019, the Delaware Supreme Court allowed a Caremark...more