2 Gurus Talk Compliance: Episode 57 — The Tom on His Highhorse Edition
Daily Compliance News: August 6, 2025, The Spanking Banks Edition
FCPA Compliance Report: Navigating Corporate Scandals: Insights on Governance, Compliance, and Recovery with Steve Vincze
FCPA Compliance Report: 10 Core Principles for Effective Internal Investigations with Michelle Peirce
Data Driven Compliance: Understanding the UK’s New Failure to Prevent Fraud Offense with Sam Tate
Daily Compliance News: July 25, 2025, The New Sheriff in Town Edition
Daily Compliance News: July 23, 2025 the Pardon in the Wind? Edition
Daily Compliance News: July 21, 2025, The More Reasons Not to Go to China Edition
Daily Compliance News: July 16, 2025, The Corruption Comes to Cannes’ Edition
All Things Investigation: Due Diligence and Drama: A Deep Dive into Art World with Daniel Weiner
Daily Compliance News: July 10, 2025, The Loyalty Oath Edition
Compliance Tip of the Day: Lessons from Internal Control Failures
Daily Compliance News: July 7, 2025 the Disaster on the River Edition
10 For 10: Top Compliance Stories For the Week Ending June 28, 2025
The Dark Patterns Behind Corporate Scandals
Compliance into the Weeds: Boeing’s New Safety Initiatives and Compliance Reforms
10 For 10: Top Compliance Stories For the Week Ending June 21, 2025
Daily Compliance News: June 13, 2025. The All Boeing Edition
Adventures in Compliance: The Novels: The Sign of Four – Applying Sherlock Holmes’ Methods to Modern Corporate Compliance
2 Gurus Talk Compliance: Episode 53 – The AI as a Whistleblower Edition
Nevada's exculpatory statute, NRS 78.138(7), requires a plaintiff to both rebut a statutory presumption of good faith and prove a breach of fiduciary duty involving intentional misconduct, fraud, or a knowing violation of the...more
DALF Energy, LLC v. GS Oilfield Services addresses a fiduciary’s deceptive actions in oil and gas transactions. The Fifth Circuit held: self-dealing may constitute a breach of fiduciary duty even when the principal is...more
Matthew Bagley worked for a claims adjustment firm in Louisiana as its claims manager for nearly three years before resigning to, allegedly, improperly compete against his former employer, M.D. Claims Group. In M.D. Claims...more
On November 15, 2024, the Delaware Chancery Court ruled that a creditor aided and abetted a breach of fiduciary duty. The lawsuit came after Versa Capital Management LLC bought debt owed by BridgeStreet Worldwide, Inc., with...more
In New York, litigants often grapple with the appropriate limitation period to apply to breach of fiduciary claims. There is no single statute of limitations that the courts and the parties can look to. “Rather, the choice of...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
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
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
Matters of law will certainly not always be black and white, however, the Courts have adopted a traditional approach when assessing matters of mismanagement or misconduct by directors in relation to company – if there is...more
In a recent blog post on the Business Law Prof Blog, Tulane Law professor Ann M. Lipton opined...more
No Longer Just a Matter of Paying the Fine and Moving On. Corporate settlement agreements used to be straightforward—pay the penalty and move on. Now, these resolutions rival complex business transactions, including...more
Fifth Circuit Ruling Against Blue Bell’s Corporate Directors and Officers May Limit Availability of Insurance Coverage in Shareholder Derivative Actions - In a recent ruling, the United States Court of Appeals for the...more
On January 25, 2023, Vice Chancellor Laster of the Court of Chancery issued a significant decision, finding as a matter of first impression that corporate officers owe a duty of oversight akin to the oversight duties owed by...more
In our February 14, 2023 Stay Current, we discussed a Delaware Court of Chancery decision allowing shareholder derivative claims to proceed against a corporate officer for alleged oversight duty failures stemming from...more
On May 25, 2022, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery denied a motion to dismiss a stockholder derivative claim against a director of Fat Brands Inc. (the “Corporation”) for alleged breach of...more
On November 23, 2021, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed stockholder derivative claims for breach of fiduciary duty against the directors of Wayfair, Inc. (the “Company”). ...more
On July 30, 2021, the SEC posted 14 Notices of Covered Actions, after which individuals have 90 calendar days to apply for a whistleblower award. As discussed in our prior post, the SEC publishes these Notices for cases in...more
A minority shareholder petitioning for dissolution under BCL § 1104-a must establish, by a preponderance of the evidence, that the majority shareholders have engaged in “illegal, fraudulent or oppressive actions,” (BCL §...more
Recent press reports have highlighted the difficulties faced by companies that discover evidence of misconduct only after an executive has exited and received severance. When it comes time to exit a CEO or other senior...more
Section 220 of the Delaware General Corporation Law affords stockholders a qualified right to inspect a corporation's books and records. A Section 220 inspection is a powerful stockholder right, and indeed, the Delaware...more
I have long predicted that corporate board members are in for a rude awakening. Corporate boards have to improve their ability and knowledge surrounding supervision and monitoring of a company’s ethics and compliance...more
Alleged workplace harassment is not a new phenomenon, but in the wake of allegations of sexual misconduct in the corporate context, plaintiffs increasingly are targeting an expanded group of defendants, including public...more
The Donald J. Trump Foundation, a private foundation incorporated in 1987, was formed “exclusively for charitable, religious, scientific, literary or educational purposes”, and as stated in the Certificate of Incorporation,...more
In Goggin v. National Union Fire Insurance Company of Pittsburgh, PA, the Delaware Superior Court denied the insured directors’ motion for judgment on the pleadings after construing an exclusion in the applicable D&O...more
Since the Delaware Supreme Court decided Corwin v. KKR Financial Holdings LLC more than two years ago, there has been an open question as to whether and to what extent the principles affirmed in that decision apply in the...more