The options backdating story has unfolded in successive stages. First, there was the March 18, 2006 Wall Street Journal article (here, registration required) that drew attention to the issue and set off the media frenzy. Then there were the waves of announcements from companies stating that they or regulators were investigating their options
More About Board Turmoil and D & O Risk
In recent weeks, the Hewlett-Packard (H-P) board has struggled to manage the turmoil and adverse publicity from its flawed investigation of media leaks. While the H-P debacle may be the most notorious recent example of board tumult, it is merely one of many instances of problems arising from increased tension inside numerous corporate boardrooms. By
Securities Litigation Reform Redux?
When the soi-disant "Committee on Capital Markets" announced (here) on September 12, 2006 that it was forming an independent group of business and academic leaders to study how to improve the competitiveness of U.S. capital markets, the press coverage (here) generally presumed that the group would be focused on reforming the
More About the FCPA and D & O Risk
In prior posts (here and here), The D & O Diary has written about the increasing level of Foreign Corrupt Practices Act enforcement activity and the growing D & O risk that it represents. An October 4, 2006 opinion in the United States District Court in Atlanta by Judge William Duffey Jr. in
Notes from Around the Web
The D & O Diary has had numerous posts commenting on the possible reasons for the YTD 2006 decline in the number of securities class action lawsuits (most recent post here). D & O maven and prominent coverage attorney Dan Bailey of the Columbus, OH law firm of Bailey Cavalieri has recently formulated his
The Latest on “Going Private” Deals and D & O Risk
The D & O Diary has previously commented (most recently here) on the increasing risk of D & O claims arising from “going private” transactions in which incumbent management teams up with outside investors to buy out the interests of public shareholders. The most recent high-profile “going private” transaction to be announced – the
SOX Whistleblower Protection: More Theoretical Than Real?
When Congress incorporated the whistleblower provisions into the Section 806 of the Sarbanes-Oxley Act, they may have assumed that concerned individuals, secure in the statute’s protection, would now be encouraged to come forward and expose financial misdeeds at their companies. But the sad, frustrating saga of the first SOX whistleblower (see prior D &
Enron’s Legacy?
In an October 4, 2006 Law.com article entitled “Enron’s True Legacy Is a Lesson on Compliance” (here), Andrew Weissmann, the former director of the Enron Task Force and now a partner at the Jenner & Block law firm, lays out his assessment of the lasting effects of the Enron scandal and criminal
Crazy Eddie’s Cousin Sammy Takes on Alan Greenspan
According to news reports (here), Alan Greenspan recently made public statements critical of the Sarbanes-Oxley Act, apparently telling the Massachusetts Technology Leadership Council on September 24, 2006 that the Act has become a “nightmare” that should be scrapped. Greenspan apparently told the audience that the SOX regulations are hampering business, discouraging risk taking,