News & Analysis as of

Corporate Governance Indemnification Corporate Officers

Bradley Arant Boult Cummings LLP

The Potential Double Whammy: Will the Company Have to Pay the Legal Fees of Disloyal Former Insiders If the Company Sues Them?

In a real-life case of adding insult to financial injury, companies harmed by the disloyal actions of their former partners, officers, managers or employees (the “former insiders”) may also have to pay their legal fees when...more

Felicello Law PC

Congratulations On Your New Role: Here’s How to Protect Yourself Legally

Felicello Law PC on

If you have recently obtained a new position in the C-Suite, you are aware that the new position brings prestige, authority, and opportunity. But you may not be aware that as an officer of a company, you have also increased...more

Hogan Lovells

Gilbert v. Unisys: The Court of Chancery grants advancement to unelected officers

Hogan Lovells on

In Gilbert v. Unisys Corp., the Delaware Court of Chancery held that two former employees with the title of Vice President were entitled to advancement of litigation expenses brought by the corporation, despite the fact that...more

Goodwin

What to Do When Faced With a Potential Claim Under Your D&O Insurance Policy

Goodwin on

Making a claim under your directors and officers (D&O) insurance policy should be straightforward, right? Not quite. We suggest you consider the following approaches to help you navigate the claim process and maximize the...more

Conyers

Directors in the Firing Line

Conyers on

While those running companies may be aware of the numerous management and accounting breaches that can give rise to civil liability, there is generally less recognition of the possibility that breaches can also give rise to...more

Smith Anderson

Institutional Shareholder Services and Glass Lewis Update Proxy Voting Guidelines for 2023

Smith Anderson on

Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), the two leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for...more

Woodruff Sawyer

Personal Liability Protection: A Simple Guide for Directors and Officers

Woodruff Sawyer on

As a director or officer of a public or private company, you need to have strong protections in place to reduce your exposure to personal liability, as well as appropriately respond in case you become subject to an...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insurance Considerations for Directors and Officers of Delaware Entities

As directors and officers (Ds&Os) face exposure to potential personal liability claims, they should consider the principal protections available to them. Part one of this two-part series provided a “nuts and bolts” overview...more

Bennett Jones LLP

2019 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines

Bennett Jones LLP on

Institutional Shareholder Services ("ISS") and Glass, Lewis & Co ("Glass Lewis") have both released their updates to their respective Canadian proxy voting guidelines for the 2019 proxy season. The ISS updates apply to...more

Allen Matkins

When Officers Must Indemnify The Corporation

Allen Matkins on

Much attention is focused on the power of corporations to indemnify corporate officers and other agents. In California, this is addressed by Corporations Code Section 317, which establishes the power to provide...more

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