Want some good news? During calendar year 2018, there were exactly zero bank failures in the United States. Zero. Nil. Nada. Zilch. The last time there were no U.S. bank failures was waaaay back in 2006. Needless to say, a lot has happened since then. But the best part of all is that because of a strong economy, and because of the purifying effects of the financial refiners’ fire, the banking sector is as healthy as it has been in many years. Hugh Son’s January 10, 2019 CNBC article about the U.S. banks’ current healthy state can be found here. Continue Reading Here’s Some Good News: No Bank Failures

Back in 2015, the California Legislature enacted Labor Law Section 558.1, making an “other person” acting for an employer (defined as any natural person who is owner, director, officer, or managing agent of the employer) who causes the employer to violate the state’s wage and hour laws liable as the employer for the violation. As I noted at the time, this new statutory provision, which created personal liability for individuals for the employer’s wage law obligations, was quite controversial. However, as noted in a December 21, 2018 post on the Sheppard Mullin law firm’s Labor & Employment Law Blog entitled “Managers Beware: Can You Be Held Personally Liable for Wage and Hour Violations” (here), a California appellate court recently confirmed that “even in the absence of this new section, the labor code imposes personal liability” for California minimum wage and overtime violations. Continue Reading Personal Liability for Corporate California Wage and Hour Violations?

On January 4, 2019, the U.S. Supreme Court granted cert in a case that will determine what a plaintiff must plead in order to state a claim for false statements or omissions in connection with a tender offer under Section 14(e) of the Securities Exchange Act of 1934. The Ninth Circuit held in the case at issue that a plaintiff needs only plead negligence, differing on the issue from at least five different federal circuit courts that had previously held that in order to establish a claim a plaintiff must plead that the defendants acted with scienter. The U.S. Supreme Court’s ruling in the case could have a significant impact on merger objection lawsuits filed in connection with tender offers. The Supreme Court’s January 4, 2019 order in Emulex Corporation v. Varjabedien can be found here. Continue Reading Supreme Court to Consider Whether Negligence Sufficient to State Section 14(e) Tender Offer Claims

The world of directors’ and officers’ liability is always dynamic, but 2018 was a particularly eventful year in the D&O liability arena. The past year’s many developments have significant implications for what may lie ahead in 2019 – and possibly for years to come. I have set out below the Top Ten D&O Stories of 2018, with an eye toward future possibilities. Continue Reading The Top Ten D&O Stories of 2018

The heightened pace of securities class action lawsuit filings continued in 2018, as filing levels remained well above historical patterns, even though the total number of suits dipped very slightly compared to 2017. The total number of filings during 2018 was significantly inflated by the number of federal court merger objection lawsuit filings during the year. However, even disregarding the M&A-related lawsuits, the number of traditional lawsuit filings during 2018 was well above long-term averages. Even more significantly, the litigation rate (that is, the number of suits relative to the number of listed companies) arguably was at all-time record high levels in 2018 compared to prior years, as discussed further below. Continue Reading Securities Suit Filings Continued at Heightened Pace in 2018

The Louvre Museum, in Paris

As part of a continuing series over the holidays, I have been publishing a series of top ten lists. Last week I published a list of the top ten travel destinations that you might not think of to visit. I also published a separate list of the top ten top travel destinations. Earlier this week, I posted Top Ten Lists for London and Paris. Next week, I will finally get around to publishing the Top Ten D&O Stories of 2018. But today, I am posting several additional top ten lists, just to round out the holiday season before returning to this blog’s more accustomed topics. Continue Reading Even More Top Ten Travel Lists!

April in Paris

Next week, after the holidays are well and truly over, I will be publishing my annual survey of the Top Ten Stories in the World of D&O for 2018. In the meantime, during the holidays, I have been posting a series of alternative Top Ten lists. Yesterday, I posted my list of top ten things to see and do in London. Today, I am publishing my list of the top ten things to see and do in my all-time favorite city, Paris. Continue Reading Top Ten: Paris   

Next week I will be publishing my annual Top Ten Stories in the World of D&O for 2018. For now, over the holidays, I am posting some alternative top ten lists. Last week, I published the list of the Top Ten Places That You Might Not Think of to Visit and the Top Ten Top Travel Destinations. In putting together both of my prior travel lists, I omitted a number of cities that are at the top of everyone’s own travel destination lists. In today’s post, I am going to focus on one of those particular destination cities, one of my favorite places on the planet, the great city of London. Continue Reading Top Ten: London          

The Sydney Opera House and the Sydney Harbor Bridge, viewed from the Royal Botanical Gardens in Sydney

Over the holidays and in anticipation of my upcoming annual list of the Top Ten D&O stories, I am publishing a series of alternative Top Ten lists. Yesterday, I posted a list of the top places that you might not think of to visit. Today, I am posting my list of the Top Ten Top Destinations. These are the places that make most people’s own lists of places to go, but ranked according to my view of the most worth visiting. Continue Reading The Top Ten Top Travel Destinations

The Adriatic Sea, viewed from the city walls of Dubrovnik

In a few days, I will be publishing my annual Top Ten D&O Stories list for 2018. For now, though, I know that everyone is enjoying the holidays, and that right now no one really wants to be reading about insurance or the law. So instead, over the next few days I am going to be publishing a series of alternative Top Ten lists, starting with today’s list of Top Ten Places (That you Might Not Think of) to Visit. Continue Reading Top Ten Places (That You Might Not Think of) to Visit