Daily Compliance News: July 22, 2025, The I-9 Hell Edition
Compliance Tip of the Day: Avoiding CCO Liability
2 Gurus Talk Compliance: Episode 55 – The From Worse to Worser Edition
Daily Compliance News: July 17, 2025, The COSO Yanked Edition
Wire Fraud Litigants Beware: Fourth Circuit Ruling Protects the Banks — The Consumer Finance Podcast
All Things Investigation: Due Diligence and Drama: A Deep Dive into Art World with Daniel Weiner
Daily Compliance News: July 14, 2025, The Secret Business Sauce-Reading Edition
Adventures in Compliance: The Novels – The Hound of the Baskervilles: Uncovering Compliance – Lessons from The Hound of the Baskervilles
Compliance Tip of the Day: Lessons from Internal Control Failures
Adventures in Compliance: The Novels – The Hound of the Baskervilles, Introduction and Compliance Lessons Learned
Compliance Tip of the Day: Assessing Internal Controls
False Claims Act Insights - Bitter Pills: DOJ Targets Pharmacies for FCA Enforcement
The Dark Patterns Behind Corporate Scandals
Great Women in Compliance: GWIC X EC Q2 2025 - Exploring Compliance Innovations
Upping Your Game: Crowd - Sourcing Risk Management Intelligence with AI
FCPA Compliance Report: Fraud Risk Management - Insights and Experiences with Peter Schablik
10 For 10: Top Compliance Stories For the Week Ending June 21, 2025
Daily Compliance News: June 20, 2025, The Death of the Business Card Edition
Understanding the DOJ's Recent Corporate Enforcement Policy Changes
Navigating Elder Fraud: Challenges and Legal Trends in Payment Systems — Payments Pros – The Payments Law Podcast
In a recent decision, Thomas J. Scaramellino v. Arencibia Holdco, LLC, the Delaware Court of Chancery refused to allow the unitholder of a Delaware LLC to access “informal” LLC books and records—email, text messages, Slack,...more
The United States District Court for the District of New Mexico, applying New Mexico law, has held that a prior acts exclusion in a directors and officers policy barred coverage for an investor lawsuit alleging a scheme to...more
In Scaramellino v. Arencibia Holdco, LLC, Delaware’s Chancery Court recently approved a limited liability company’s narrow production in response to a broad books and records inspection demand, despite the petitioner’s...more
In 2002, the California Legislature created the Victims of Corporate Fraud Compensation Fund as part of the Corporate Disclosure Act. There are a number of conditions that must be met to receive a payout from the fund. One...more
In civil litigation, the parties are strictly bound by their pleadings and it is not permissible to deviate from the same. Serious allegations of fraud or dishonesty must be pleaded distinctly and with the utmost...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
Urvan v. AMMO, Inc., Consol. C.A. No. 2023-0470 PRW (Del. Ch. Feb. 27, 2024, corrected Mar. 14, 2024) - It is an axiom of Delaware law that a corporation acts through its human agents. This principle informs the causes of...more
Shareholders who sue derivatively on behalf of a corporation are often faced with counterclaims against them as individuals. The issue of whether such counterclaims are properly interposed against a shareholder in their...more
Notwithstanding that the pictured snow globe is the only snow I’ve seen in my neck of the woods this balmy winter, I’m pleased to present my annual Winter Case Notes collection of recent court decisions of interest....more
When it comes to protecting their interests – or the interests of the corporation – shareholders have unique rights to take legal action. They can file suit either on behalf of the corporation itself, known as a derivative...more
On June 29, 2022, Grayscale Investments, LLC petitioned the U.S. Court of Appeals for the District of Columbia for review of the U.S. Securities and Exchange Commission’s June 29, 2022 final order disapproving of an October...more
I spend a lot of time handling cases on or near the waterfront. One recent opinion caught my eye. Judge Jackson ruled on a Motion to Dismiss concerning an oyster farm and distribution business. The individual defendants...more
Terminating a CEO “for cause” requires that the board of directors (“Board”) of the employer focus on two questions – What is the applicable standard for cause? Do the facts and circumstances satisfy this applicable standard?...more
A recent decision by the Delaware Supreme Court emphasizes the importance of fully disclosing material director and officer conflicts of interest in connection with proposed M&A transactions. Indeed, as the Court’s ruling...more
In 1657, mathematician Blaise Pascal commented in a letter to his church leaders “I have made this longer than usual because I did not have time to make it shorter.” More than 100 years later, another Frenchman, Napoleon...more
A Fifth Circuit ruling that failed to enforce a roughly $123 million Moroccan judgment against haircare and liquor tycoon John Paul DeJoria harms trade relations between the U.S. and foreign nations. The authors, attorneys at...more
We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2019 and their impact on M&A transactions. This review looks at these...more
In Klinek v. Luxeyard, Inc., a company sued its majority shareholder in a suit for breach of fiduciary duty arising from a pump-and-dump scheme and later settled that claim. No. 14-17-00899-C, 2019 Tex. App. LEXIS 9421 (Tex....more
New York Sues Exxon Mobil, Saying It Deceived Shareholders on Climate Change - "The litigation, which follows more than three years of investigation, represents the most significant legal effort yet to establish that a...more
On September 4, 2018, Judge Leonard P. Stark of the United States District Court for District of Delaware ruled that a shareholder’s separate Section 220 action for books and records tolled claims against the managing...more
Bass, Berry & Sims attorney Chris Lazarini analyzed a case in which UBS Puerto Rico sought to overcome its insurance carriers' refusal to defend and provide coverage for two civil actions, settlements with the SEC and FINRA...more
Article 11 of the Business Corporation Law governs dissolution of closely held New York business corporations. Article 11 has existed, more or less in its current form, for decades. Some of its provisions have been heavily...more
We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments. In This Issue: - Q&A...more
In a self-interested transaction between a company and its controlling stockholder, the operative standard of judicial review under Delaware law is the most rigorous: entire fairness standard of review. To obtain the least...more
The Delaware Chancery Court ordered Dole Food Co. Inc. CEO David Murdock and General Counsel Michael Carter to pay Dole shareholders $148 million for fraud in connection with the company’s 2013 take-private deal. The August...more