Joseph M Mclaughlin

October 13, 2008 | Corporate Counsel

The Delaware Court of Chancery this summer issued several decisions of interest interpreting standard language contained in expense advancement and indemnification provisions of corporate bylaws or certificates of incorporation. Attorney Joseph M. McLaughlin examines decisions holding, among other things, that a provision for mandatory advancement of attorney fees and expenses pending the "final disposition" of an action encompasses appellate proceedings.

By Joseph M. McLaughlin

14 minute read

April 10, 2008 | New York Law Journal

Joseph M. McLaughlin, a partner at Simpson Thacher & Bartlett, writes that the globalization of financial markets and increased cross-border investment has resulted in foreign investors, both individual and institutional, that purchased securities of a foreign issuer on a foreign securities exchange increasingly seeking to assert federal securities law claims in United States courts.

By Joseph M. McLaughlin

17 minute read

June 14, 2007 | New York Law Journal

Joseph M. McLaughlin, a partner at Simpson Thacher & Barlett, writes that a federal court recently held that the SEC's amended Rules 16b-3 and 16b-7 could both be applied retroactively. Directors and officers unsure whether transactions with their employer or transactions arising out of a reclassification qualify for exemption from the short-swing profit recovery provision of Section 16(b) should take comfort from this outcome.

By Joseph M. McLaughlin

16 minute read

August 11, 2011 | New York Law Journal

Joseph M. McLaughlin, a partner at Simpson Thacher & Bartlett, assesses the effect of the Supreme Court holding that a federal court denial of class certification is not a proper basis to enjoin absent members of the uncertified class from seeking certification of the same class in state court, and whether the decision leaves defendants any room to secure injunctive relief against serial relitigation of a class certification denial.

By Joseph M. McLaughlin

16 minute read

October 14, 2004 | New York Law Journal

Joseph M. McLaughlin, a partner at Simpson, Thacher & Bartlett, writes that The U.S. Supreme Court's return this term to private securities litigation � and its first consideration of the Private Securities Litigation Reform Act � promises to bring needed clarity to the doctrine of loss causation.

By Joseph M. McLaughlin

12 minute read

June 10, 2004 | New York Law Journal

Joseph M. McLaughlin, a partner at Simpson, Thacher & Bartlett, analyzes a recent decision which draws needed attention to the competing interests of corporations in offering liberal indemnification rights while seeking to preserve the ability to deny advancement payments the board believes are against the interests of the corporation.

By Joseph M. Mclaughlin

10 minute read

February 10, 2011 | New York Law Journal

Simpson Thacher & Bartlett partner Joseph M. McLaughlin discusses recent decisions of interest, including a Delaware Supreme Court reversal of a Court of Chancery decision that had established a bright-line rule barring a stockholder plaintiff from bringing a corporate books and records action if the plaintiff previously filed a putative derivative suit.

By Joseph M. McLaughlin

13 minute read

October 08, 2009 | New York Law Journal

Joseph M. McLaughlin, a partner at Simpson Thacher & Bartlett, writes that the PSLRA and SLUSA generally do not preclude a state court from considering a books and records demand simply because a party to the state action is protected by a PSLRA automatic discovery stay in a parallel federal securities class action.

By Joseph M. McLaughlin

17 minute read

December 11, 2008 | New York Law Journal

Joseph M. McLaughlin, partner at Simpson Thacher & Bartlett, writes that three recent Delaware Court of Chancery decisions offer guidance on the scope of director misconduct that can be exculpated and what plaintiffs must plead to demonstrate that defendant directors consciously and intentionally disregarded their fiduciary duty of care, thereby establishing non-exculpated bad faith.

By Joseph M. McLaughlin

18 minute read

April 09, 2009 | New York Law Journal

Joseph M. McLaughlin, a partner at Simpson Thacher & Bartlett, reviews recent noteworthy decisions addressing: (i) the interaction of an application severability clause in a primary policy (addressing to what extent one insured's knowledge of application misrepresentations can be imputed to other insureds) with a "prior knowledge" exclusion in excess policies; (ii) the scope of a standard-form securities exclusion; (iii) the consequences of failing to give timely notice under a "claims made and reported" policy; and (iv) the effect of an "other insurance" clause in a D&O policy on the D&O insurer's defense cost obligations to a mutual insured also holding a commercial general liability policy with another insurer.

By Joseph M. McLaughlin

17 minute read