What’s in Your Operating Agreement? Legal Tips for Healthcare Providers
Nonprofit Quick Tips: State Filings in Alabama and Arkansas
Avoiding a Bored Board
Compliance Tip of the Day: Rethinking Corporate AI Governance Through Design Intelligence
Daily Compliance News: July 21, 2025, The More Reasons Not to Go to China Edition
10 For 10: Top Compliance Stories For the Week Ending July 19, 2025
Compliance Tip of the Day: COSO Governance Framework - Part 5, People
Compliance Tip of the Day: COSO Governance Framework: Part 4, Culture
Daily Compliance News: July 17, 2025, The COSO Yanked Edition
Compliance Tip of the Day: COSO Governance Framework: Part 2, Oversight
Compliance Tip of the Day: COSO Governance Framework: Part 1, Introduction
Daily Compliance News: July 14, 2025, The Secret Business Sauce-Reading Edition
Episode 377 -- Refocusing Due Diligence on Cartels and TCOs
10 For 10: Top Compliance Stories For the Week Ending, July 12, 2025
Daily Compliance News: July 11, 2025, The What is a COI Edition
Treating Compliance Like an Asset
Five Tips for a New Public Company Director
Compliance Tip of the Day: Assessing Internal Controls
Compliance Tip of the Day: COSO Objective 5 – Monitoring Activities
Compliance Tip of the Day: COSO Objective 4 - Control Information and Communication
Guidance for churches, dioceses, synagogues, mosques, and other faith communities to avoid exposure to common legal liabilities. Faith communities face many legal challenges common to for-profit businesses, along with a...more
In the recent decision of Byers & Richardson v Chen Ningning (BVIHCMAP2024/0009) ("Byers"), the Eastern Caribbean Court of Appeal ("COA") considered the scope of the director’s duty to creditors when a company is insolvent or...more
Environmental-related risks in merger and acquisition (M&A) transactions shouldn’t just be a technical concern for legal and compliance teams—they should also be a board-level consideration. Whether stemming from legacy...more
AG Mobile Holdings, L.P. v. H.I.G. Mobile, L.P., C.A. No. 2023-1103-MAA (Del. Ch. Feb. 13, 2025) - In this recent decision, the Court of Chancery reaffirmed that parties to alternative entity agreements are free to order...more
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
On June 20, 2025, Florida Governor Ron DeSantis signed Senate Bill 316 into law, allowing the formation of domestic Protected Series Limited Liability Companies (Series LLCs), as well as recognizing out-of-state "foreign"...more
In the rapidly advancing world of artificial intelligence (AI), businesses are encountering new frontiers of innovation whilst also facing novel risks, prompting the need for robust insurance solutions. This article offers...more
Agentic AI refers to artificial intelligence systems capable of autonomously pursuing goals without requiring constant human intervention. Unlike traditional reactive AI – designed to respond to human prompts – agentic AI...more
As integrating artificial intelligence into corporate operations accelerates, the rapid deployment of AI tools—often driven by executive and investor pressure—has outpaced the establishment of robust governance, compliance,...more
Senate Bill 328, as amended, makes significant changes to the law governing jurisdiction in Illinois, which would change Illinois from a specific jurisdiction state to a general jurisdiction state for actions that allege...more
Now that Pennsylvania recognizes directed trusts, corporate fiduciaries should be aware that sharing trust responsibilities could create both legal liability and administrative burdens. The law, which went into effect late...more
Public companies can face significant liability based on past operations. While most industrial companies have long-term experience evaluating potential remediation obligations imposed by laws such as the federal...more
Right now, much about the world is uncertain. Risks posed by political changes dominate the headlines and also weigh heavily on many decisions made by corporations, their advisors, and their stakeholders....more
The imminent publication in the Official Gazette of the reform of Article 2407 of the Italian Civil Code heralds the making of significant changes to the civil liability of statutory auditors. The law, approved on March 12,...more
Courts are wont to say that Section 2116 of the California Corporations Code codifies the internal affairs doctrine. See Villari v. Mozilo, 208 Cal. App. 4th 1470, 1478 n.8 (Cal. Ct. App. 2012) (“Corporations Code section...more
The Technology and Construction Court has handed down judgment in BDW Trading Limited v Ardmore Construction Limited and others. The judgment confirms that, while a building liability order (which passes liability to an...more
Only two months into 2025, and the Business Court has already denied two motions for leave to add claims to pierce the corporate veil. My fellow-Foxer, Brad Risinger reported here on the first opinion from Judge Earp in MD...more
To plead, or not to plead. That is a question trademark infringement plaintiffs will need to carefully consider with their legal counsel when deciding which parties to name as defendants in a lawsuit and which legal arguments...more
The SPAC market is finally making a comeback. As we enter a period of the long-awaited SPAC revival, some liability dangers persist. Two common questions that keep being raised by our clients are: How much liability...more
Proposed amendments to the Delaware General Corporation Law (DGCL) introduce safe harbors for liability from transactions involving directors, officers and controlling stockholders and define and limit a stockholder’s right...more
1. LEASEHOLDERS MOVE CLOSER TO BUILDING LIABILITY ORDER AGAINST SPV PARENT COMPANY - Under section 130 of the Building Safety Act the court can make a Building Liability Order against a company that was not responsible...more
In Texas, as most other states, it is long settled that corporate agents are personally liable for their own tortious or fraudulent conduct—even if the conduct was done in their capacity as a corporate agent. Section 21.223...more
Delaware cases dealing with transactions involving controlling stockholders are often concerned with the standard of review to be applied. See, e.g., Tornetta v. Musk, 250 A.3d 793 (2019). Some cases engender a different...more
It's human nature to take the "if it ain't broke, don't fix it" attitude, which extends to allowing areas of your business to evolve and develop without scrutiny. This is why tuning up your business is an essential part of...more
The changes in Western Australia to the Retirement Villages Act 1992 (WA) (RV Act) that have been passed by the State Parliament and known as the Retirement Villages Amendment Bill 2024 (RV Bill) have been more than a decade...more