Daily Compliance News: July 29, 2025 the Is CEO Conduct Ever Personal Edition
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...
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
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
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
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
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
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
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
As a director or officer of a public or private company, you need to have strong protections in place to reduce your exposure to personal liability, as well as appropriately respond in case you become subject to an...more
Elon Musk recently said he has a "super bad feeling" about the economy, pithily declaring what most financial commentators have been predicting in more technical terms....more
Recent rulings underscore the attention boards of directors and management must continue to pay to the risks faced by companies across all sectors of the economy and their potential impact on business operations...more
A recent Delaware Chancery Court decision highlights the liability risks faced by directors and sponsors of special purpose acquisition companies (“SPACs”) and the importance of robust disclosure in protecting against those...more
As predicted in last year’s Looking Ahead, D&O insurance rates continued to rise in 2021. However, there are early signs that the market is in transition and that some relief may be on the way. As documented in this year’s...more
When you join the board of a public company, you are making a long-term commitment that carries with it the risk of tarnishing your professional reputation if things go seriously wrong. You might also have to endure the...more
In this week’s episode, Andrea Cunha outlines some of the key considerations directors and officers should assess when their company is approaching insolvency, including how to evaluate financial distress of the company, the...more
As directors and officers (Ds&Os) face exposure to potential personal liability claims, they should consider the principal protections available to them. Part one of this two-part series provided a “nuts and bolts” overview...more
Der Bundesgerichtshof (BGH) hat mit Urteil vom 18. November 2020 (IV ZR 217/19) entschieden, dass Ansprüche gegen GmbH-Geschäftsführer auf Ersatz von Zahlungen, die nach Insolvenzreife vorgenommen wurden, vom...more
The Corporate Insolvency and Governance Act 2020 received royal assent on 25 June 2020. Many of the provisions of the act are based on the bill which was initially proposed pre-COVID-19, with a framework having been set out...more
Board Decision Making in a Down Cycle - The last several months have been unprecedented in terms of how quickly and drastically business environments have changed. With widespread uncertainty and financial distress...more
As the coronavirus/COVID-19 crisis deepens, U.K. businesses are facing significant challenges. Many companies are having to react to mandatory operating restrictions, dramatic drops in demand, strained liquidity and...more
BLACK SWANS AND WHITE ELEPHANTS - A recent essay from the National Association of Corporate Directors (NACD) provides useful guidance on how boards may prepare themselves for risks associated with external volatility. ...more