When a co-shareholder purchases the debt obligations of the company without partners' knowledge
Takeaways From Recent Claims Against Mark Zuckerberg and Facebook – Mitigating the Heightened Risk of Privacy Suits Against Individual Directors and Officers
Law School Toolbox Podcast Episode 280: Listen and Learn -- Piercing the Corporate Veil
Bar Exam Toolbox Podcast Episode 120: Listen and Learn -- Piercing the Corporate Veil
Compliance Perspectives: Compliance Officer Liability Risk
Lawyers on Tap: Tap Tips for Entity Formation and Taxation
FCPA Compliance Report-Episode 329, James Koukios
The Insider Trading Cartoon Series, Vol. XII -- The Innocent Intermediary
FCPA Compliance and Ethics Report-Episode 172-Scott Killingsworth on Personal Liability of CCOs
FCPA Compliance and Ethics Report Episode 129-Judge Rakoff, Judge Leon and Individual Prosecutions Under the FCPA
FCPA Compliance and Ethics Report-Episode 122-with Matt Kelly on Alstom, Avon and Petrobras
What Are the Drastic Ramifications of the New York State Anti-Money Laundering Actions and Penalty Enforcement?
Before committing to a franchise business, consider...
China’s 2025 revision to the Anti-Unfair Competition Law (AUCL), effective 15 October 2025, marks a major regulatory shift aimed at strengthening market integrity and aligning with global enforcement trends. The law...more
In the past half year of 2025, China’s antitrust watchdog has imposed fines on 11 individuals for antitrust violations, including sole proprietors, senior executives, and employees involved in cartels or obstruction of...more
The Upper Tribunal has upheld the FCA’s decision that the CEO and CFO of Metro Bank were knowingly concerned in the Bank’s breach of the Listing Rules....more
Proposed amendments to the Delaware General Corporation Law (DGCL) introduce safe harbors for liability from transactions involving directors, officers and controlling stockholders and define and limit a stockholder’s right...more
everal 2024 decisions by the Delaware Court of Chancery led some prominent corporate leaders to express frustration over perceived increased liability standards for corporate officers and directors, even publicly advising new...more
Late last year, the Office of the State Comptroller (the “OSC”) estimated that sales and use tax receipts would increase by 2.3% in the SFY 2024-2025. The OSC also projected that collections from sales and use taxes would...more
Cyber security and data protection issues continue to occupy an important place within corporate governance. At the same time, there is an increasing trend towards individual culpability for senior managers and C-suite...more
Cayman Islands foundation companies ("FCs") remain the premier vehicle of choice for "wrapping" a Decentralised Autonomous Organisation ("DAO"). The FC structure balances the flexibility required for DAO operations with the...more
Last year, we reviewed proxy statements filed by companies in the Silicon Valley 150 (SV150) to see whether they included an officer exculpation proposal in their proxy statements for stockholder meetings held from August 1,...more
Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue we discuss...more
In August 2022, the Delaware General Assembly amended the Delaware General Corporation Law (“DGCL”) to allow corporations to adopt charter provisions exculpating certain officers from personal liability for monetary damages...more
1. Choosing the Right Legal Structure - 1.1 Introduction - Establishing a business entity in the United States can be an important strategic step for any international company that wants to avail itself of the...more
Michael Jackson died in 2009. After his death, two plaintiffs filed complaints against two corporations of which Michael Jackson was the sole shareholder. The trial court sustained the plaintiffs' demurrer setting up...more
In recent years, we have witnessed a sharp increase in the number of lawsuits filed in Israel against officers and directors of companies and a broadening of the scope of their liability. As a result of their roles, directors...more
In its 2023 report on trends in directors & officers (D&O) liability insurance policies, Allianz Global Corporate & Specialty highlighted risks associated with evolving ESG regulation and the increasing pace of climate change...more
By: Jeffrey M. Haber This Blog has previously written about the benefits of forming a corporation or a limited liability corporation and the perils of ignoring the corporate formalities that are attendant thereto. In today’s...more
"Outside reverse veil piercing" allows a shareholder's creditor to reach corporate assets. In Postal Instant Press, Inc. v. Kaswa Corp., 162 Cal. App. 4th 1510 (2008), the Fourth District Court of Appeal rejected outside...more
Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our...more
Since 1986, Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”) has allowed corporations to include an exculpation provision in their certificate of incorporation that eliminates or limits the personal...more
In a prior post — The DAO Jungle? — we recapped the State of Wyoming’s new legislation extending LLC protections to Decentralized Autonomous Organizations (DAOs). Under that Wyoming law, a DAO could register as a LLC and its...more
Greater focus on strong corporate governance and transparency is placing company directors in the UK and elsewhere under growing scrutiny and increased risk of individual civil and criminal liability. As new case law and...more
On August 1, 2022, the Delaware General Corporation Law Section 102(b)(7) was amended to extend exculpation rights to executive officers. The new amendment permits a corporation to adopt exculpatory language in its...more
Section 102(b)(7) of the General Corporation Law of the State of Delaware was amended to permit Delaware corporations to exculpate certain corporate officers from monetary liability for breaches of the fiduciary duty of care....more
Delaware corporate law continually evolves, and 2022 was no exception. As the year draws to a close and proxy season approaches, here are highlights of significant changes that may impact 2023 annual meeting plans, among...more
The New York Department of Financial Services (NYDFS) on Nov. 9, 2022, released Proposed Amendments to its Cybersecurity Regulation. The NYDFS Cybersecurity Regulation was one of the first laws requiring companies to comply...more