Joseph M Mclaughlin

December 14, 2006 | New York Law Journal

Joseph M. McLaughlin, a partner at Simpson Thacher & Bartlett, reviews recent decisions, including two last month from the Delaware Supreme Court, which explicate the demanding liability standard for claims based on the failure of directors to adequately supervise the company's affairs. The clear message is that the argument that an attentive board "should have been aware" of employee misconduct is no substitute for particularized facts showing systematic failure of the board to exercise oversight.

By Joseph M. McLaughlin

13 minute read

June 10, 2010 | New York Law Journal

In his Directors' and Officers' Liability column, Joseph M. McLaughlin, a partner at Simpson Thacher & Bartlett, writes that a certiorari petition filed last month from the Fifth Circuit's decision in Archdiocese of Milwaukee Supporting Fund, Inc. v. Halliburton Co. deserves attention from securities law practitioners.

By Joseph M. McLaughlin

15 minute read

August 09, 2007 | New York Law Journal

Joseph M. McLaughlin, a partner at Simpson Thacher & Bartlett, reviews recent decisions holding that directors receiving full indemnification from one co-indemnitor cannot bring a contribution claim against another co-indemnitor, that an agreement purporting to allow directors to retain amounts advanced by the company to fund their unsuccessful indemnification suit was void and that if a corporation's certificate of incorporation and bylaws conflict on the scope of indemnification, the certificate controls.

By Joseph M. McLaughlin

15 minute read

March 06, 2008 | Corporate Counsel

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

April 13, 2006 | New York Law Journal

Joseph M. McLaughlin, a partner at Simpson Thacher & Bartlett, analyzes recent decisions which reaffirm the safe harbor against director liability for transactions where a majority of fully informed shareholders ratify the actions of even interested directors and which hold companies to bylaw provisions or agreements that grant broad advancement rights to directors and officers, regardless of how deeply the individuals seeking advancement have fallen out of favor with their company.

By Joseph M. McLaughlin

17 minute read

June 08, 2006 | New York Law Journal

Joseph M. McLaughlin, a partner at Simpson Thacher & Bartlett, examines recent decisions addressing indemnification rights after corporate insolvency or a change of control, the circumstances under which a D&O policy requires an insurer to fund defense costs on a current basis, and more.

By Joseph M. McLaughlin

15 minute read

December 10, 2009 | New York Law Journal

Joseph M. McLaughlin, a partner at Simpson Thacher & Bartlett, summarizes recent case law addressing the implications of disclosure of work product protected materials to outside auditors, and recommends best practices to increase the likelihood such disclosures do not constitute waiver of the immunity.

By Joseph M. McLaughlin

16 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

October 09, 2008 | New York Law Journal

Joseph M. McLaughlin, a partner at Simpson Thacher & Bartlett, examines decisions holding that (1) a provision for mandatory advancement of attorney's fees and expenses pending the "final disposition" of an action encompasses appellate proceedings; (2) a company cannot condition advancement to corporate officials on their agreeing to confess judgment in the underlying suit and assign to the company any rights they have against a D&O insurer providing coverage pursuant to a reservation of rights; (3) outside counsel can qualify as an agent of the corporation entitled to advancement under bylaws and DGCL §145; and (4) mandatory retroactive advancement bylaws can be valid.

By Joseph M. McLaughlin

13 minute read

April 14, 2005 | New York Law Journal

Joseph M. McLaughlin, a partner at Simpson Thacher & Bartlett LLP, analyzes a recent forceful dissent to a highly anticipated ruling which expresses many of the concerns that an expansive interpretation of "extraordinary payments" creates for directors, officers and agents of public companies that may come under SEC investigation.

By Joseph M. McLaughlin

12 minute read