Joseph M Mclaughlin

April 14, 2011 | New York Law Journal

In his Directors' and Officers' Liability column, Joseph M. McLaughlin, a partner at Simpson Thacher & Bartlett, discusses how a review of standard D&O insurance policy terms and relevant case law suggests that insurers may wish to tighten the language of policy definitions and, until they do, insureds have other avenues to pursue coverage for payment of plaintiffs' attorney's fees.

By Joseph M. McLaughlin

14 minute read

June 19, 2007 | Law.com

A Delaware federal court recently held that two amended SEC rules clarifying important exemptions to the short-swing profit recovery provisions of �16(b) of the Securities Exchange Act of 1934 are entitled to deference and should be applied retroactively. These clarifications and their subsequent application by a Delaware district court should come as welcome news to directors and officers of companies with a registered class of securities, says attorney Joseph M. McLaughlin.

By Joseph M. McLaughlin

16 minute read

April 08, 2010 | New York Law Journal

Joseph M. McLaughlin, a partner at Simpson Thacher & Bartlett, writes: It is frequently said that an Special Litigation Committee, like Caesar's wife, must be above suspicion. Memorable, but as a standard it lacks the particularity needed to provide predictable guidance to practitioners. Last month, the Delaware Court of Chancery issued a lengthy decision providing detailed guidance on how (i) a court examines the independence of the SLC and the process followed by the SLC in reaching its determination, and (ii) investigative lapses will undermine the court's confidence in the SLC's conclusion.

By Joseph M. McLaughlin

16 minute read

June 11, 2009 | New York Law Journal

Joseph M. McLaughlin, a partner at Simpson Thacher & Bartlett, writes that bondholder rights generally are contractual-only: they derive exclusively from and are limited by the indenture. Directors must nevertheless be mindful that corporate debt agreements can implicate their fiduciary duties to stockholders and the company, and he warns that they must act on an informed basis and review material information reasonably available to them (including advice of experienced counsel) before agreeing to a provision in an indenture or credit agreement that could be construed as affecting the shareholder franchise.

By Joseph M. McLaughlin

18 minute read

October 12, 2006 | New York Law Journal

Joseph M. McLaughlin, a partner at Simpson Thacher & Bartlett, writes that the decision to appoint a special litigation committee, the timing of the appointment, and its composition and authority, must be approached deliberately and with regard to the board's posture in a challenged transaction.

By Joseph M. McLaughlin

14 minute read

August 13, 2009 | New York Law Journal

Joseph M. McLaughlin, a partner at Simpson Thacher & Bartlett, writes that the debate over the proper reach of Section 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 as tools to combat insider trading was rekindled last month following two decisions in enforcement actions by the U.S. Securities and Exchange Commission against non-insiders who traded on material, nonpublic information.

By Joseph M. McLaughlin

13 minute read

December 13, 2007 | New York Law Journal

Joseph M. McLaughlin, a partner at Simpson Thacher & Bartlett, writes that The subprime mortgage crisis has escalated into widespread and fast-evolving litigation and regulatory exposure for a host of participants in global financial markets. The magnitude of the problem has occasioned a startlingly swift legislative proposal that would significantly affect the origination and securitization of residential mortgage loans.

By Joseph M. McLaughlin

16 minute read

February 09, 2006 | New York Law Journal

Joseph M. McLaughlin, a partner at Simpson Thacher & Bartlett, writes that a developing body of Delaware case law is grappling with whether good faith is a separate fiduciary duty in addition to the traditional duties of care and loyalty, and therefore an additional basis for judicial review of corporate governance decisions.

By Joseph M. McLaughlin

19 minute read

June 12, 2008 | New York Law Journal

Joseph M. McLaughlin, a partner at Simpson Thacher & Bartlett, reviews recent decisions, including one in which the court enforced a bylaw amendment eliminating the advancement of litigation-related expenses for former directors even though the conduct the advancement was being sought for occurred under a pre-amendment bylaw that would have granted the advancement and two opinions addressing the continuing question of when counterclaims should be considered "defenses," thus entitling counterclaimant corporate officials to advancement and indemnification.

By Joseph M. McLaughlin

15 minute read

August 10, 2006 | New York Law Journal

Joseph M. McLaughlin, a partner at Simpson Thacher & Bartlett, writes that many directors and officers would confidently state that their potential exposure arising out of intra-corporate matters is determined by the state law of the place of incorporation, not extraterritorial regulation. The reliability of this principle recently has been called into question . . .

By Joseph M. McLaughlin

10 minute read