D&O Liability

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The Delaware Chancery Court was recently asked to rule on an issue of first impression: whether a corporation’s duty to advance its executives’ legal bills includes expenses incurred in appealing criminal convictions. …
Read More Delaware Chancery Court To Decide Whether Executives Are Entitled to Advancement of Legal Costs Incurred in Appeals of Criminal Convictions

The SEC has filed a civil action against four Broadcom executives and its General Counsel in connection with alleged options backdating activity at the company between 1998 and 2003. Click here to read the SEC’s complaint, filed in  the U.S. District Court for the Central District of California. 

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Read More SEC Launches Options Backdating Suit Against Broadcom Executives

NERA recently issued a report entitled “Do Options Backdating Class Actions Settle for Less?” In its report, NERA concluded that “backdating class actions may be falling short of expectations  . . .  in that the amounts paid to plaintiffs have been substantially lower than in comparable non-backdating cases.” 

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Read More NERA Issues Report on Options Backdating Class Action Settlements

The Second Circuit Court of Appeals recently ruled that a putative securities class action brought under New York’s state consumer fraud law should be removed to federal court under the Class Action Fairness Act of 2005 (CAFA). 

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Read More Issue of First Impression: Second Circuit Holds That Federal Court Has Jurisdiction Over New York State Consumer Fraud Law Claim Under CAFA

The Delaware Chancery Court recently held that a corporation could unilaterally amend its by-laws to limit or repeal a director’s advancement right, provided that the director’s advancement right had not already vested prior to such amendment. …
Read More Delaware Chancery Court: Corporation May Unilaterally Limit or Repeal Director’s Right to Advancement

UBS Financial Services, Inc. and UBS Securities LLC entered into an agreement Wednesday with the Massachusetts Attorney General to return over $35 million to Massachusetts towns, cities and government entitities that UBS had invested in auction rate securities.  The settlement resolves an investigation initiated in February 2008 into allegations that UBS had misrepresented to state entities that auction rate securities were “a permissible investment for the municipalities under Massachusetts law.” …
Read More Auction Rate Securities: UBS Settles Massachusetts Attorney General Probe for Over $35 Million

As previously reported on this blog, Brocade Communications Systems, Inc. and its directors and officers have been the subjects of civil litigation for allegedly improper stock option practices.  In addition, two former officers – former CEO Greg Reyes and former human resources director Stephanie Jensen – have been convicted of securities fraud and conspiracy, respectively, arising out of Brocade’s alleged stock option backdating. 

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Read More Brocade: Stock Option Backdating Derivative Suit Names Brocade’s Outside Counsel

In a matter of first impression in the circuit, the U.S. Court of Appeals for the Eleventh Circuit recently affirmed a lower court’s dismissal order on the ground that the longer statute of limitation contained in the Sarbanes-Oxley Act (“SOX”) does not serve to revive claims that had already expired under the previous, shorter statute of limitations. 

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Read More Eleventh Circuit: SOX Does Not Save Previously Time-Barred Claims