Tag Archives: Executive liability

Just a Reminder: Private Company Executives Can Be Held Liable Under the Federal Securities Laws

Although it is not always appreciated or taken into account, the fact is that executives of private companies can be held liable for statements or other actions made in violation of the federal securities laws. One very recent and high-profile example where this happened involved the SEC enforcement action (and subsequent criminal proceedings) involving the … Continue Reading

Guest Post: Compliance-Hype in Germany

In the following guest post, Ulrike Binder, a corporate partner in Mayer Brown’s Frankfurt office, Jan Kraayvanger, a partner in Frankfurt office of Mayer Brown’s Litigation & Dispute Resolution practice, Burkhard Fassbach, Legal Counsel to Howden Germany, take a look at recent corporate governance and executive liability developments in Germany. A version of this article previously … Continue Reading

Guest Post: Cybersecurity and D&O Liability: Emerging Concerns under Indian Law

One of the most closely watched issues in the world of D&O is the extent to which cybersecurity-related issues will lead to liability for corporate directors and officers. In the following guest post, Tarun Krishnakumar, a New Delhi attorney qualified in India and California specializing on issues relating to emerging technology , takes a look at … Continue Reading

Thinking About the Wells Fargo Executive Compensation Clawbacks

Wells Fargo’s bogus customer account scandal is back in the news again, most recently because of the bank’s release on Monday of the report of its independent directors’ investigation of the bank’s improper sales practices. The April 10, 2017 report, which the bank posted on its website, makes for some interesting reading. Of particular interest, … Continue Reading

Why Corporate Executives Should Have a Separate Written Indemnification Agreement

Most companies’ corporate bylaws or articles of incorporation contain indemnification and advancement provisions. While these provisions provide important protection for corporate executives if the individuals become the target of claims relating to their action undertaken in their corporate capacities, these provisions alone may not be provide sufficient protection. The provisions in the corporate documents may … Continue Reading

Guest Post: Holding Bankers Liable?

In a recent post on this blog (here), I commented on a May 29, 2012 Dealbook blog post entitled “Why S.E.C. Settlements Should Hold Senior Executives Liable” (here), which had been written by two University of Minnesota law professors, Claire Hill and Richard Painter. After my post appeared, I contacted Professors Hill and Painter to … Continue Reading

Taking a Look at the Limits of Indemnification

Indemnification is the first and most important line of defense for the protection of directors and officers. But corporate officials are not always entitled to indemnification. For example, under Delaware law, they cannot claim mandatory indemnification if their defense is not successful. And they cannot seek permissive indemnification is they did not act in good … Continue Reading

Thoughts About WikiLeaks and Executive Liability

Though it quickly recovered, Bank of America’s share price declined earlier this week on speculation that the company is the bank whose internal documents WikiLeaks intends to post on the Internet at some future date. According to news reports, the WikiLeaks  founder Julian Assange has asserted that he has five gigabytes of Bank of America documents, which … Continue Reading
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