Joseph M Mclaughlin

August 08, 2013 | New York Law Journal

In his Corporate Litigation column, Simpson Thacher & Bartlett partner Joseph M. McLaughlin reviews a recent decision in which the Fifth Circuit rejected several district court decisions (including very recent Southern District of New York authority) and the view embodied in the SEC's implementing regulation extending Dodd-Frank's whistleblower protections to individuals who report internally and not to the SEC.

By Joseph M. McLaughlin

12 minute read

April 12, 2012 | New York Law Journal

In his Directors' and Officers' Liability column, Joseph M. McLaughlin, a partner at Simpson Thacher & Bartlett, writes that last month the Delaware Chancery Court offered pointed guidance to plaintiffs considering selling all their shares of the relevant stock before the merger closes and continuing to seek to represent the interests of stockholders after the sale.

By Joseph M. McLaughlin

14 minute read

December 08, 2011 | New York Law Journal

In his Directors' and Officers' Liability column, Joseph M. McLaughlin, a partner at Simpson Thacher & Bartlett, writes that nn internal investigation conducted to address potential or identified misconduct within the company will be of keen interest to any putative shareholder derivative plaintiff seeking to allege claims on behalf of the company arising from the same purported misconduct.

By Joseph M. McLaughlin

11 minute read

June 14, 2012 | New York Law Journal

In his Directors' and Officers' Liability column, Joseph M. McLaughlin, a partner at Simpson Thacher & Bartlett, writes that the interplay between corporate books and records inspections and stockholder derivative claims is an essential strategic consideration in derivative suits.

By Joseph M. McLaughlin

13 minute read

August 19, 2004 | Law.com

In response to a recent request that it overrule decades-old law, the Delaware Supreme Court decisively reaffirmed the principle that a stock-for-stock merger eliminates the standing of a stockholder to maintain a derivative action. In Lewis v. Ward, the court provided an excellent summary of the conceptual underpinnings of the doctrine and its exceptions.

By Joseph M. McLaughlin

7 minute read

October 11, 2012 | New York Law Journal

In his Corporate Litigation column, Joseph M. McLaughlin, a partner at Simpson Thacher & Bartlett, writes that a recent ruling by the Delaware Chancery Court introduces uncertainty about the level of detail a stockholder-approved equity compensation plan needs in order to qualify director decisions to award themselves equity for business judgment deference.

By Joseph M. McLaughlin

15 minute read

January 02, 2002 | Law.com

Communications between corporate officers and analysts often lead to charges that alleged material misrepresentations or omissions about a company contained in analyst reports should be attributed to corporate management. This column examines when statements contained in analyst reports will and will not be attributed to corporate management, and suggests measures to reduce liability risks arising from dealings with analysts.

By Joseph M. McLaughlin

14 minute read

April 12, 2007 | New York Law Journal

Joseph M. McLaughlin, a partner at Simpson Thacher & Bartlett, writes that although there is considerable recognition that the "deepening insolvency" of a distressed corporation may give rise to compensable corporate harm, whether deepening insolvency is an independent cause of action or a measure of damages arising from commission of a separate tort has been a fertile source of confusion.

By Joseph M. McLaughlin

13 minute read

February 09, 2012 | New York Law Journal

In his Directors' and Officers' Liability column, Simpson Thacher & Bartlett partner Joseph M. McLaughlin analyzes two recent Delaware Chancery Court decisions addressing defense efforts to halt follow-on derivative actions or their precursor books and records action.

By Joseph M. McLaughlin

13 minute read

April 11, 2013 | New York Law Journal

In his Corporate Litigation column, Simpson Thacher & Bartlett partner Joseph M. McLaughlin writes: Current directors of a corporation have a near-absolute right to inspect the corporation's books and records, including the privileged legal advice the corporation seeks and obtains. Recent case law exploring the boundaries of this right illustrates that in practice the analysis is more nuanced.

By Joseph M. McLaughlin

14 minute read