New Tax Bill Bans Tax Deductibility of Confidential Sexual Misconduct Claims Settlements

At the start of the New Year, it has been interesting finding out more about the massive tax legislation that Congress enacted in December. It has been interesting to see the various impacts that the legislation is having on a variety of companies. It has also been interesting to learn more of the details about what Congress actually enacted. For example, here’s a detail about the tax bill that I didn’t previously know about – apparently the tax legislation includes a provision specifying that employers can no longer include as a deduction on their tax returns amounts the employers pay in settlement and defense of sexual misconduct claims, if the settlement is subject to a nondisclosure agreement. Continue Reading

Guest Post: From Corwin to Dell: Implications for Investors and Corporate Acquirers

As discussed in a guest post on this site last week (here), on December 14, 2018 the Delaware Supreme Court published its opinion in Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd. (here). In the following guest post, Mark Lebovitch, Christopher J. Orrico and Alla Zayenchik of the Bernstein Litowitz Berger & Grossman LLP law firm provide their contrasting perspective on Dell and other recent Delaware decisions and of these decisions’ implications for investors and acquirers. I would like to thank the authors for their willingness to allow me to publish their article. I welcome guest post submissions from responsible authors on topics of interest to this blog’s readers. Please contact me directly if you would like to submit a guest post. Here is the authors’ guest post. Continue Reading

The Latest on Third-Party Litigation Financing

As I have previously noted (most recently here), third-party litigation financing is an increasingly important part of the litigation scene in the U.S. and around the world. In a series of articles in December, Law 360 took a comprehensive overview of litigation funding in the U.S. As discussed below, the Law 360 series provides an interesting perspective on an increasingly important part of the U.S. litigation environment. Continue Reading

U.S. Supreme Court Agrees to Take Up Challenge to Constitutionality of SEC ALJs’ Appointment

In prior posts (most recently here), I have noted the U.S. Supreme Court’s recent predilection for taking up cases arising under the securities laws or otherwise involving securities lawsuits. On January 12, 2018, the Court reinforced this impression again by agreeing to take up yet another case arising under the securities laws. In this latest case the Court will address the question of whether or not the SEC’s administrative law judges (ALJ) were appointed in violation of the requirements of the Appointments Clause in the U.S. Constitution. The specific question involved is whether or not the ALJs are “inferior officers” of the type that under the Constitution must be appointed by the “Heads of Departments,” or whether they are just regular federal employees. The case could have significant ramifications not only for the SEC but for a variety of other federal agencies as well. The U.S. Supreme Court’s January 12, 2018 order in the case of Raymond James Lucia v. SEC can be found here. Continue Reading

Guest Post: Cyber Risk: A Board Level View

It is now well known and understood that cybersecurity is a board level issue. This generalization is true not just for companies in the United States but for all companies around the world. In the following guest post, Joel Pridmore, Asia Pacific Underwriting Manager, Specialty, Corporate Insurance Partner, Munich Re Group, Saket Modi, CEO of Lucideus Technologies Pvt Ltd, and Richa Shukla, Partner, Khaitan Legal Associates take a look at this issue, with a particular focus on concerns for Indian companies. I would like to thank the authors for allowing me to publish their article as a guest post. I welcome guest post submissions from responsible authors on topics of interest to this site’s readers. Please contact me directly if you would like to submit a guest post. Here is the authors’ guest post. Continue Reading

Key D&O Insurance Coverage Appeals to Watch This Year

Over the last few days, I have published several posts looking back at 2017. In addition to looking back, this is also the time of year for looking forward as well. Among other things to watch out for this year is a series of D&O insurance coverage cases that are now pending in the appellate courts. In a January 9, 2018 article (here, subscription required), Law 360 author Jeff Sistrunk identifies three of these cases to watch this year. As discussed below, these cases not only are worth watching but could have important ramifications as well. Continue Reading

Guest Post: Dell Strongly Reinforces Importance of Merger Price

In the following guest post, Delaware partners Edward Micheletti, Paul Lockwood and associate Chad Davis of the Skadden Arps law firm take a look at the Delaware Supreme Court’s December 14, 2017 opinion in Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd. (here), which examined important appraisal action valuation issues. I would like to thank the authors for allowing me to publish their article. I welcome guest post submissions from responsible authors on topics of interest to this site’s readers. Please contact me directly if you would like to submit a guest post. Here is the authors’ guest post. Continue Reading

Guest Post: The Year in Review: 2017 Key D&O Insurance Coverage Decisions

In the following guest post, Jennifer Bergstrom, Esq., Senior Claim Counsel, Hiscox USA, Elan Kandel, Esq. and Jennifer Lewis, Esq. of Bailey Cavalieri take a look at the key D&O insurance coverage decisions of 2017. I would like to thank the authors for allowing me to publish their article. I welcome guest post submissions from responsible authors on topics of interest to this site’s readers. Please contact me directly if you would like to submit a guest post. Here is the authors’ guest post. Continue Reading

State Securities Regulators Step Up on ICO and Cryptocurrency Enforcement

As I have previously noted (most recently here), the SEC recently has stepped up its regulatory efforts to police the burgeoning Initial Coin Offering (ICO) market, as well as cryptocurrencies generally. Now it appears that the federal regulators are not going to be the only ones to get in on the act. U.S. state regulators have recently stepped forward to assert their concerns and their authority as well, and at least one state regulator is backing the words up with action. Continue Reading

Delaware Chancery Court Action Challenges Federal Forum Bylaws

For a time a few years ago, litigation management bylaws were all the rage. Driven by concerns about multi-forum merger-related litigation, commentators proposed company adoption of forum selection bylaws for internal corporate disputes. The debate widened when reformers suggested that companies adopt fee-shifting bylaws. The debate subsided in 2015 when the Delaware legislature adopted legislation authorizing the adopting of bylaws designating Delaware’s courts as the preferred forum for disputes under Delaware, but prohibiting fee-shifting bylaws.

 

The topic of litigation management bylaws resurfaced in recent months in connection with the debate about plaintiffs lawyers’ resorting to state court (primarily in California) to assert securities class action claims, in reliance on the concurrent jurisdiction provisions under the Section 22 of the Securities Act of 1933. Concerns about this kind of litigation has in turn precipitated various self-help measures companies could adopt to try to avoid getting hauled into state court for these kinds of suits. Continue Reading

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