Due to personal circumstances, I will not be adding new posts for the next few days.To hold things over until I return, I thought I would post a link to the Q&A I did with Tom Fox on his FCPA Compliance and Ethics Blog last week. The Q&A covers a lot of ground, from my
A Call for Corporate Governance Reform in Spain
In an interesting June 11, 2014 Financial Times article entitled “Spain’s Renewal Must Include Governance Improvements” (here), financial journalist and commentator Tony Barber identifies corporate governance issues that he believes Spanish companies have been slow to address. According to Barber, while there may be historical explanations for many of the long-standing corporate governance
SEC Commissioner Aguilar Addresses Cybersecurity Oversight Responsibilities of Corporate Boards
In a June 10, 2014 speech entitled “Boards of Directors, Corporate Governance and Cyber-Risks: Sharpening the Focus” delivered at the New York Stock Exchange, SEC Commissioner Luis A. Aguilar highlighted the critical importance of the involvement of boards of directors in cybersecurity oversight. In his speech, Aguilar stressed that “ensuring the adequacy of a company’s
Insurance Coverage: Six-Month Delay in Providing Notice Not “As Soon as Practicable”
Has notice of claim been provided “as soon as practicable” if it is sent to the insurer during the policy period but six months after service on the insured of the underlying complaint? Apparently not, at least according to a June 6, 2014 opinion of a New Jersey intermediate appellate court, applying New Jersey law.
D&O Insurance: Later Securities Suit and Prior FDIC Failed Bank Claim Held Unrelated, Securities Suit Not Covered
On May 8, 2014, Southern District of New York Judge Deborah Batts, applying New York law, held that a there was not a sufficient “factual nexus” between a securities suit filed after the expiration of a failed bank’s D&O insurance policy and an FDIC claim that had been first made during the policy period and
Thinking About the Applicability of SOX Whistleblower Protection to Private Company Employees
Since their 2002 enactment, the whistleblower protections in Section 806 of the Sarbanes-Oxley Act have been presumed to apply only to employees of publicly traded companies. After all, the provisions are entitled “Protection for Employees of Publicly Traded Companies Who Provide Evidence of Fraud.” However, in its March 4, 2014 holding in Lawson v. FMR,
One Man in Dakar
A May 31, 2014 article in the Economist magazine entitled “Migration from Africa: No Wonder They Still Try” (here) describes how migrants from further south in Africa are desperately trying to make their way through Libya and across the Mediterranean to Europe. Some migrants pay close to $2,000 for passage on rickety boats
Second Circuit Vacates Judge Rakoff’s Rejection of SEC’s Citigroup Settlement
On June 4, 2014, in a long-awaited but not unexpected opinion (here), the Second Circuit ruled that Southern District of New York Judge Jed Rakoff had improperly rejected the $285 million settlement of the SEC’s enforcement action against Citigroup. Because the case involved the question of whether or not parties may enter into
Guest Post: Cyber Security, Cyber Governance, and Cyber Insurance: What Every Public Company Director Needs to Know
As I have frequently noted on this site (refer, for example, here), cyber security issues increasingly are a board level concern, and indeed, recent shareholder litigation has shown that investors intend to hold board members accountable when data breaches cause problems for their companies. In the following guest article, which was previously published
Delaware Corporate Bylaws: Even if the Company Can’t Fee Shift, it Can Still Forum Select
In light of the recent legislative initiative to restrict Delaware stock corporations’ use of fee-shifting bylaws, companies incorporated in Delaware have, as described in a recent Law 360 article (here, subscription required) a “smaller more defined toolbox” to reduce the burdens involved with shareholder suits. As it stands, the article notes, the “sharpest