News & Analysis as of

Duty of Loyalty Compliance

Foley & Lardner LLP

Delaware Law on Fiduciary Duties and Stockholder Agreements

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Delaware corporate law is renowned for its balance between flexibility in business arrangements and the fundamental principles of fiduciary accountability. One of the areas where this balance is most evident is in the...more

Snell & Wilmer

SEC Division of Examinations Priorities for 2025: Examinations Will Prioritize New Rules for Form PF and Regulation S-P, Fiduciary...

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On October 21, 2024, the Division of Examinations (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) issued its annual examination priorities for fiscal year 2025. As with its 2024 examination...more

Thomas Fox - Compliance Evangelist

TD Bank, Part 7-Caremark Claims-Officers

Next, I explore the TD Bank AML/BSA enforcement action by looking at the expansion of the Caremark Doctrine. In the McDonald’s case, the Delaware Court of Chancery took the Caremark Doctrine further by applying the Duty of...more

The Volkov Law Group

Checking In on Caremark Cases in Delaware

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Over the last ten years, we have seen a marked shift from the Delaware Chancery Court chipping away at corporate board member liability claims.  In a number of seminal cases involving Boeing airplane crashes (In re the Boeing...more

Pillsbury Winthrop Shaw Pittman LLP

DOL Expands Investment Advice Subject to Fiduciary Liability

Following previous failed attempts to expand the fiduciary liability of financial services providers, the DOL released a new rule that broadens the definition of “fiduciary” under ERISA. The new rule is expected to face...more

Health Care Compliance Association (HCCA)

[Event] Regional Compliance & Ethics Conference - February 22nd - 23rd, Anchorage, AK

Looking for compliance education and networking in your area? SCCE & HCCA’s Regional Compliance & Ethics Conferences bring compliance practitioners from all disciplines together for convenient, local compliance education....more

Society of Corporate Compliance and Ethics...

[Event] Regional Compliance & Ethics Conference - February 22nd - 23rd, Anchorage, AK

Looking for compliance education and networking in your area? SCCE & HCCA’s Regional Compliance & Ethics Conferences bring compliance practitioners from all disciplines together for convenient, local compliance education....more

King & Spalding

Delaware Chancery Court Holds Corporate Officers Owe Duty of Oversight

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Vice Chancellor Laster Extends This Fiduciary Duty, Previously Recognized only as to Corporate Directors - On January 25, 2023, the Delaware Court of Chancery answered an important question of officer liability, holding...more

Thomas Fox - Compliance Evangelist

Expanding Compliance Obligations of the Board – Part 1: Blue Bell

The role of the Board of Directors has always been a key part of any best practices compliance program. The Department of Justice (DOJ) and Securities and Exchange Commission (SEC) have consistently said that a Board’s role...more

Thomas Fox - Compliance Evangelist

Blue Bell: Failures of Role of the Board – Part 2: Caremark Duties

Over the past couple of blog posts, we have considered the guilty pleas by Blue Bell Creameries to charges that they distributed adulterated ice cream products and paid a criminal fine and forfeiture amount totaling $17.25...more

The Volkov Law Group

Board Governance Challenges in COVID-19 Crisis

The Volkov Law Group on

Corporate boards and management face serious challenges in navigating the COVID-19 pandemic.  In this difficult environment, companies have to be mindful to apply best practices and exercise care to fulfill their duties of...more

Sheppard Mullin Richter & Hampton LLP

COVID-19 Directors’ Duties of Oversight: Reporting and Monitoring

Boards of directors have a duty to exercise oversight and to monitor the company’s operational viability, legal compliance and financial performance during this COVID-19 pandemic. In Marchand v. Barnhill, the Delaware Supreme...more

Faegre Drinker Biddle & Reath LLP

Best Interest Standard of Care for Advisors #23

Regulation Best Interest: SEC 2020 Examination Priorities—Examinations for Compliance With Reg BI and the Investment Adviser Interpretation - The SEC has issued its final Regulation Best Interest (Reg BI), Form CRS Rule,...more

Foley & Lardner LLP

Health Care Provider Director and Officer Liability: Important Takeaways from Clovis and Marchand

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Health care provider boards of directors have been put on notice—given these two recent Delaware court decisions - Clovis and Marchand—that courts may be willing to significantly extend a corporate board’s Caremark duty to...more

The Volkov Law Group

Delaware Court Increases Scrutiny of Corporate Board Oversight and Monitoring of Compliance Programs

The Volkov Law Group on

On October 1, 2019, in In re Clovis Oncology, Inc. Derivative Litigation, a Delaware Chancery Court denied a motion to dismiss the plaintiffs’ claims under the Caremark decision against individual directors for failing to...more

Foley & Lardner LLP

Board-Level Risk Oversight Deserves Renewed Attention

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Board oversight of significant company risk areas and legal compliance deserves renewed attention, as the Delaware Supreme Court recently ruled that monitoring practices that have previously been considered acceptable may...more

Faegre Drinker Biddle & Reath LLP

A Director’s Mission: Understanding, Monitoring and Accurately Reporting Mission Critical Operations

On October 1, 2019, the Court of Chancery rendered an opinion in In re Clovis Oncology, Inc. Derivative Litigation, denying a motion to dismiss a Caremark claim for breach of fiduciary duty and reinforcing a director’s duty...more

Akin Gump Strauss Hauer & Feld LLP

2019-20 Compliance Developments and Calendar for Private Fund Advisers

While the Securities and Exchange Commission (SEC) brought several enforcement actions in 2018-19, the most significant new developments were published interpretations and alerts. Other agencies, such as the Commodity Futures...more

White and Williams LLP

Evidence of Lack of Adequate Compliance Systems Sufficient to Plead Bad Faith by Board

Summer is usually the best time of year for ice cream companies, but the season is off to a rough start for Blue Bell Creameries, USA, Inc. The Delaware Supreme Court, in Marchand v. Barnhill, held on June 18 that a suit...more

Proskauer Rose LLP

Broker-Dealer and Investment Adviser Standards of Conduct - SEC Adopts Rules and Interpretations

Proskauer Rose LLP on

On June 5, 2019, the Securities and Exchange Commission voted to adopt a package of rulemakings and interpretations, including (i) a new rule creating a standard of conduct for broker-dealers when recommending securities to...more

Foley & Lardner LLP

MSSP Final Rule ACO Eligibility Requirements, Application and Renewal Process

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This is the second post in Health Care Law Today’s series on the final rule. This post addresses Eligibility Requirements, and the Application and the Renewal Process. ACO Eligibility Requirements - Under the...more

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