Joseph M Mclaughlin

December 11, 2014 | New York Law Journal

In his Corporate Litigation column, Joseph M. McLaughlin writes that some circuits have adopted the view that scienter may be imputed to the corporation only where the person who made an alleged misstatement attributable to the company did so with knowledge of its falsity, while others have adopted a broader view of collective corporate scienter. A recent Sixth Circuit decision struck a middle ground.

By Joseph M. McLaughlin

12 minute read

October 09, 2014 | New York Law Journal

In his Corporate Litigation column, Joseph M. McLaughlin writes: Last year, the Delaware Court of Chancery confirmed the facial validity of board-adopted bylaws designating an exclusive forum for intra-corporate litigation, and other state courts have provided additional reassurance. In the last two months, however, two state courts addressing "as-applied" challenges to exclusive forum bylaws reached conflicting conclusions.

By Joseph M. McLaughlin

11 minute read

August 14, 2014 | New York Law Journal

In his Corporate Litigation column, Joseph M. McLaughlin analyzes the D.C. Circuit's decision in 'In re Kellogg Brown & Root,' which restores much of the predictability attendant to the availability of attorney-client privilege in the business setting and will likely be the leading decision for some time applying the touchstone principles of corporate attorney-client privilege set forth in 'Upjohn Co. v. U.S.'

By Joseph M. McLaughlin

11 minute read

June 12, 2014 | New York Law Journal

In his Corporate Litigation column, Joseph M. McLaughlin writes: Last month, the Delaware Supreme Court ruled that a board-approved provision in a non-stock corporation's bylaws shifting legal expenses in intra-corporate litigation to unsuccessful claimants can be valid in Delaware. Although 'ATP Tour v. Deutscher Tennis Bund' pertained to a non-stock corporation, the decision has provoked an outpouring of debate because its reasoning applies equally to stock corporations.

By Joseph M. McLaughlin

11 minute read

April 10, 2014 | New York Law Journal

In his Corporate Litigation column, Simpson Thacher & Bartlett partner Joseph M. McLaughlin reviews recent decisions which, while not upending familiar principles of privilege and work product protection available in the internal investigation context, remind clients and practitioners that immunity from disclosure will not attach or be preserved without careful attention to the structure and conduct of internal investigations.

By Joseph M. McLaughlin

14 minute read

December 12, 2013 | New York Law Journal

In his Corporate Litigation column, Simpson Thacher & Bartlett partner Joseph M. McLaughlin reviews a Delaware Court of Chancery opinion adopting a bright-line rule that any attorney-client privilege attached to pre-merger communications pass to the acquirer in the merger unless the merger agreement provides otherwise, rejecting the New York approach to post-merger privilege.

By Joseph M. McLaughlin

11 minute read

March 06, 2008 | National Law Journal

Mandatory, unconditional corporate indemnification and advancement of legal expenses can be an important inducement to attract valuable individuals to corporate service. But attorney Joseph M. McLaughlin writes that companies may find it worth pausing to consider the implications of mandatory advancement rights, as opposed to advancement grants in which the board retains some discretion to exercise business judgment on whether and how to condition the advancement of credit to corporate officials.

By Joseph M. McLaughlin

15 minute read

October 13, 2011 | New York Law Journal

In his Directors' and Officers' Liability feature, Simpson Thacher & Bartlett partner Joseph M. McLaughlin assesses the validity of suits involving shareholder derivative complaints based on negative say-on-pay votes in light of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and recommends steps to mitigate the litigation and reputational risks of a negative say-on-pay vote.

By Joseph M. McLaughlin

11 minute read

June 13, 2013 | New York Law Journal

In his Corporate Litigation column, Joseph M. McLaughlin, a partner at Simpson Thacher & Bartlett, writes that underlying the recent high court holding is a broader recognition that the issue of whether causation and damages are susceptible to measurement on a classwide basis is an essential component of the predominance inquiry under Rule 23(b)(3).

By Joseph M. McLaughlin

15 minute read

August 11, 2005 | New York Law Journal

Joseph M. McLaughlin, a partner at Simpson, Thacher & Bartlett, reviews several noteworthy decisions on corporations' obligations to pay the legal defense costs of beleaguered directors and officers.

By Joseph M. McLaughlin

13 minute read