Innovation in Compliance: Gaurav Kapoor on Risk Management and the Role of AI in GRC
FCPA Compliance Report: Accountability in Times of Crisis: A Conversation with Tom Fox and Sam Silverstein
Sunday Book Review: August 17, 2025, The More Books from the Ethicsverse Library Edition
Compliance Tip of the Day: How a CFO Views Compliance and Risk
Data Driven Compliance – James Tillen on the Importance of Cross-Functional Collaboration in Complying with the FTPF Offense
2 Gurus Talk Compliance: Episode 57 — The Tom on His Highhorse Edition
AI Today in 5: August 15, 2025, The AI as Boss Episode
What to Do When Leadership Doesn’t Take Compliance Seriously
Daily Compliance News: August 14, 2025 The End of Dial Up Edition
Compliance Tip of the Day: Finance Models for Compliance
Compliance Tip of the Day - Extending Compliance Value Across Your Organization
Daily Compliance News: August 11, 2025, The Boss Doesn’t Work Edition
Adventures in Compliance: The Novels - The Valley of Fear, Sherlock Holmes’ Investigative Techniques for Today’s Challenges
FCPA Compliance Report - Episode 770 - Integrating ESG in Global Outsourcing: Insights from Inge Zwick
Sunday Book Review: August 10, 2025, The More Books from The Ethicsverse Library Edition
10 For 10: Top Compliance Stories For the Week Ending August 9, 2025
AI Today in 5: August 8, 2025, The Don’t Wait Episode
Data Driven Compliance: Understanding the ECCTA and Its Impact with Jonathan Armstrong
Innovation in Compliance: Operationalizing Trust at Scale: A Conversation with Amanda Carty on Compliance and AI
Hill Country Authors – Exploring the Challenges of a Green Transition with Tom Ortiz
The D&O insurance market has become more favorable for insureds, with many insurers competing for placements, allowing enterprising companies and their counsel to negotiate expanded coverage and policy enhancements....more
On July 8, 2025, Judge Nicholas Ranjan of the United States District Court for the Western District of Pennsylvania denied a motion for judgment on the pleadings, allowing a putative securities class action to proceed against...more
Last Friday, California headquartered Affirm Holdings, Inc. filed preliminary proxy materials for a special meeting of stockholders to consider a proposal to reincorporate from Delaware to Nevada. Affirm is joining several...more
In March 2025, Nasdaq released a comprehensive set of policy recommendations intended to advance capital formation in a paper titled “Advancing the U.S. Public Markets: Unlocking Capital Formation for a Stronger American...more
On Tuesday evening, following two hours of debate and five failed amendments, bipartisan Senate Bill 21 (“SB 21”) passed the Delaware House and was quickly signed by Delaware Governor Matt Meyer. SB 21, which, in part, was a...more
In re Dell Techs. Inc. Class V S’holders Litig., No. 349, 2023 (Del. Aug. 14, 2024) - After an appeal of the second-largest fee award in Delaware history, the Delaware Supreme Court ruled that the Court of Chancery had...more
Last week, we explored a recent data breach class action and the litigation risk of such lawsuits. Companies need to be aware of litigation risk not only arising from data breaches, but also from shareholder class actions...more
The 2025 PLUS D&O Symposium brought together leading voices in the professional liability space to discuss the evolving risks corporate leaders are facing. I was privileged to moderate the panel on securities litigation, a...more
On February 14, 2025, Judge Margo Brodie of the United States District Court for the Eastern District of New York granted a motion to dismiss a putative class action asserting claims under Sections 10(b) and 20(a) of the...more
Our Securities Litigation and Securities Groups review revisions proposed by the Delaware State Bar Association’s Corporation Law Council to a Delaware bill (SB 21) that would significantly impact the state’s statutory...more
For decades, Delaware has been widely regarded as the leading forum for incorporation in the United States. More than half of all publicly traded U.S. companies, including more than two-thirds of the Fortune 500, have made...more
Our Securities Litigation and Securities Groups examine a Delaware bill (SB 21) that would enhance the state’s legal protections for corporations and their directors, officers, and controlling stockholders....more
In this last article in his three-part series, my partner and securities litigator Walker Newell looked at motion to dismiss trends in the Central District of California, which covers Los Angeles and Orange County. The CD...more
Stockholders in a Delaware corporation are entitled to inspect certain of the company’s books and records, under Delaware General Corporation Law Section 220. A prerequisite to inspection is that the stockholder has a proper...more
Woodruff Sawyer’s D&O Databox™ Year-End Report provides insights about securities class action activities, developments, and historical trends—sourced from Databox, our proprietary database and leading resource for securities...more
This case stems from the proposed reincorporations of Tripadvisor, Inc. and Liberty TripAdvisor Holdings, Inc. from Delaware to Nevada, which were first presented to the corporations’ respective stockholders for approval in...more
On February 4, 2025, the Delaware Supreme Court, sitting en banc, determined that the Wrongful Acts alleged in a securities class action against Alexion Pharmaceuticals, Inc. had a “meaningful linkage” with the Wrongful Acts...more
L-5 Healthcare Partners, LLC v. Alphatec Holdings, Inc., C.A. No. 2019-0412-NAC (Del. Ch. Aug. 21, 2024) - In this post-trial decision, the Court found specific performance was the appropriate remedy for a breach of a...more
Section 47(b) of the Investment Company Act of 1940 provides that contracts that violate or “whose performance involves, a violation of” the act are not enforceable by “either party.” ...more
After a two-and-a-half-year lull in SPAC activity, the second half of 2024 brought glimmers of sunshine to the otherwise gloomy world of SPACs. New SPAC IPO activity picked up pace in the summer of 2024 and continued to grow,...more
With Trump’s impending inauguration, significant shifts in Environmental, Social, and Governance (ESG) policies domestically are expected, as is the overall cultural and corporate mood for ESG. Companies can anticipate a...more
On January 7, 2025, Vice Chancellor Glasscock issued a 68-page post-trial decision in Manti Holdings, LLC v. The Carlyle Group Inc., in which he rejected plaintiffs’ claims of breach of fiduciary duty in connection with the...more
In this issue, we explore ongoing corporate law issues involving controlling stockholders, with significant decisions anticipated from the Delaware Supreme Court in 2025; the rise in litigation over earnout provisions in...more
The Delaware Court of Chancery recently dismissed a “hybrid” of Malone1 false disclosures and Caremark oversight claims brought by two stockholder plaintiffs. In In re FibroGen, Inc. Derivative Litigation,2 Vice Chancellor...more
On December 17, 2024, Judge Vince Chhabria of the United States District Court for the Northern District of California granted a renewed motion for class certification in a securities action against a majority shareholder of...more