What to Do When Leadership Doesn’t Take Compliance Seriously
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
Compliance into the Weeds: A Deep Dive into Cadence Design Systems’ Export Control Violations
Daily Compliance News: August 5, 2025, The Staying Focused Edition
Adventures in Compliance: The Novels - The Valley of Fear, Introduction and Compliance Lessons Learned
FCPA Compliance Report: Navigating Corporate Scandals: Insights on Governance, Compliance, and Recovery with Steve Vincze
Daily Compliance News: August 1, 2025, The All AI Edition
Episode 381 -- NAVEX's 2025 Annual Hotline Report
12 O’Clock High, a podcast on business leadership: Building Trust and Relationships: The Power of Compliance and Ethics with Jacqui Pruet
Data Driven Compliance: Understanding the ECCTA and Its Impact on Fraud Prevention with Vince Walden
What’s in Your Operating Agreement? Legal Tips for Healthcare Providers
Nonprofit Quick Tips: State Filings in Alabama and Arkansas
Innovation in Compliance: Scaling Compliance Programs: Insights from a Navy Veteran and Compliance Leader
Compliance Tip of the Day: Strategies for Embedding Compliance into your Organization
10 For 10: Top Compliance Stories For the Week Ending, July 26, 2025
Compliance and AI: Navigating Risk Management in the AI Era with Gaurav Kapoor
Daily Compliance News: July 25, 2025, The New Sheriff in Town Edition
Section 626 of New York’s Business Corporation Law governs standing to sue derivatively in New York. It states that “an action may be brought in the right of a domestic or foreign corporation . . . by a holder of shares or...more
Texas has enacted significant legislation in the past few months designed to attract more corporations to its state and challenge Delaware’s dominance as the preferred state for incorporation. We are now seeing the first...more
The Texas Legislature recently has taken Texas-sized steps intended to make the state a more attractive place for companies to form, reincorporate, or relocate, further advancing Texas’s efforts to rival Delaware as a...more
Last month, Texas Governor Greg Abbott signed into law Senate Bill 29 (SB 29), introducing significant amendments to the Texas Business Organizations Code (TBOC). Chief among these are the codification of the “business...more
While litigation risk is an unavoidable aspect of running a business, business owners can limit such risks with early planning. In this third installment of PilieroMazza’s blog series, “Managing Litigation Risk During the...more
On May 14, 2025, Texas Governor Abbott signed Senate Bill 29 (“S.B. 29”) into law, significantly reforming the Texas Business Organizations Code (“TBOC”) to promote Texas as a preferred state of incorporation for both public...more
To practitioners familiar with internal disputes involving closely held companies, the allegations in Lafayette Village Pub, LLC v. Burnham, 2025 NCBC 8, are nothing new. The member running the business (allegedly) made bad,...more
On February 27, 2025, Senator Bryan Hughes (R-Tyler) filed Senate Bill 29 (S.B. 29), proposing several corporate reforms designed to ensure that Texas remains the premier business-friendly jurisdiction in the nation. If...more
If you have ever been to the Flora-Bama, chances are you have passed by the Caribe Resort in Orange Beach, AL. The Caribe, like many beach resorts, is a condominium building containing individually owned residential units...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
In an opinion issued just after Christmas, Vice Chancellor J. Travis Laster ruled that a derivative lawsuit may proceed against the directors and officers of Fox Corporation. The plaintiffs are claiming that the directors...more
As we previously reported, in January 2024, the Court held in a stockholder derivative suit against the CEO and directors of a sustainable energy and electric vehicle company (the “Company”) that a record-setting $55.8...more
Under California Penal Code Section 496(a) a person who buys or receives any property that has been stolen or that has been obtained in any manner constituting theft or extortion, knowing the property to be so stolen or...more
When a shareholder sues derivatively, the shareholder is seeking relief not for itself, but for the corporation. Therefore, it should be expected that the shareholder is not free to compromise or dismiss the suit absent...more
In a recent post, Professor Stephen Bainbridge discusses the question of when a controlling shareholder owes fiduciary duties to minority shareholders. Knowing when controlling shareholder owes fiduciary duties is one thing,...more
The Delaware Supreme Court’s recent decision in In re Match Group, Inc. Derivative Litigation (April 4, 2024) addressed two issues of significance to transactions of Delaware corporations involving their controlling...more
Many corporations pay significant amounts for directors and officers liability policies. Commonly referred to as D&O policies, these policies usually involve three sides. Directors and officers are likely to have the most...more
Last year, Vice Chancellor J. Travis Laster famously held that officers could be subject to liability under the Caremark doctrine. In re McDonald’s Corp., 289 A.3d 343 (Del. Ch. Jan. 26, 2023). The Caremark doctrine...more
All empires eventually decline. For decades, Delaware has held the crown as the premier state of incorporation for domestic companies (and many foreign companies seeking a foothold in the United States capital markets). But...more
Closely-held business entities come in all shapes and sizes. By definition, under Partnership Law § 10, it takes “two or more” owners to form a general partnership. But corporations and LLCs have no such impediment, ranging...more
A recent ruling by U.S. District Court Judge Anthony J. Battaglia addresses whether demand futility is an affirmative defense that must be asserted in an answer or raised in a motion to dismiss. In re Franklin Wireless, 2024...more
In In re Match Group, Inc. Derivative Litigation, the Delaware Supreme Court answered some important questions about the standard of review applicable to conflicted transactions under Delaware law. The first question relates...more
On April 4, 2024, the Delaware Supreme Court issued its opinion in In re Match Group, Inc. Derivative Litigation, clarifying that the heightened entire fairness standard of review applies to judicial review of any transaction...more
This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year. Our criteria for selection are that the decision either meaningfully changed...more
On December 12, 2023, the Harvard Corporation unanimously reaffirmed its support for President Claudine Gay's continued leadership despite her controversial testimony before the U.S. Congress and allegations of plagiarism. ...more