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Corporate Counsel

When Can a Former Employee-Turned-Whistleblower Use Internal Company Documents?

Imagine you own a company, and your chief compliance officer one day "blows the whistle" and alleges your company broke the law. After she leaves your company, you receive a demand letter from her attorney alleging that you have retaliated against her for blowing the whistle.
6 minute read

Delaware Business Court Insider

Receiver's Disallowance of Creditor's Claim Subject to De Novo Review

What should be the standard of review when the Court of Chancery considers an appeal from a receiver's disallowance of a claim pursuant to section 296(b) of the Delaware General Corporation Law? In B.E. Capital Management Fund LP v. Fund.com Inc., C.A. No. 12843-VCL (Del. Ch. Oct. 4, 2017), Vice Chancellor Laster held that a receiver's determination is subject to de novo review and the court has discretion to go beyond the record presented to the receiver by conducting an evidentiary hearing.
13 minute read

The Legal Intelligencer

Did the President's Lawyer Cover Up His Client's Cover-up?

If you are interested in ethics, white-collar crime, and the way they overlap, Christmas has come early this year. Your gift is the array of ethical issues inherent in the latest twist in the investigation into the Trump campaign's connections to Russia's interference with our presidential election; it provides a fascinating hypo for ethics professors.
15 minute read

Daily Business Review

Reputation Audit a Prerequisite for M&A Due Diligence

The information revolution has yielded a new benefit for the merger and acquisition community that can have significant impact on the decision of whether or not to move forward with a deal as well as ensuring the deal succeeds in the long term. In the past, PR/communication agencies were often called in only after the deal was done and to promote and manage message delivery to key audiences and ensure a smooth transition
4 minute read

Delaware Business Court Insider

Are Directors Liable if Their Company Violates the Law? The Practical Implications of 'Kandell'

In a case involving allegations of unusually egregious conduct by directors of a Delaware corporation, the Delaware Court of Chancery in Kandell v. Niv, C.A. No. 11812-VCG (Del. Ch. Sept. 29) (Glasscock, V.C.) found that directors of FXCM, Inc. faced a substantial likelihood of liability for demand futility purposes on a claim alleging that they knowingly allowed FXCM to engage in an illegal business practice, despite the lack of allegations suggesting that the directors were ever explicitly notified that the practice was illegal.
13 minute read

Law.com

Why Oracle's Chances Look Slim in Latest Federal Circuit Appeal Against Google

Thursday is Pearl Harbor Day, so what more appropriate occasion for Oracle and Google to renew hostilities over the Java API copyright?
4 minute read

Daily Business Review

What Legal Rights Do Employers Have When It Comes to Employee Political Speech?

Recent headline events may have some wondering about how far First Amendment rights extend into the workplace. Jerry Jones, owner of the NFL's Dallas Cowboys, declared he would bench any player who protested during the national anthem.
4 minute read

Connecticut Law Tribune

Four Tips for Avoiding Problem Clients

The challenge, of course, is to screen out the problem clients without significantly impacting the attorneys' business and financial needs.
6 minute read

New York Law Journal

Toy Shopping? Thank a Lawyer.

As lawyers, we have a special opportunity to make sure the toys and other products on the store shelves are safe. That's one more thing to be thankful for this holiday season.
3 minute read

The Legal Intelligencer

Second Circuit Applies Lenient Standards for Certifying Classes in Securities Litigation

On Nov. 6, a three-judge panel of the U.S. Court of Appeals for the Second Circuit issued an opinion in Waggoner v. Barclays, No. 16-1912, 2017 U.S. App. LEXIS 22115 (2d Cir. Nov. 6, 2017), that—if allowed to stand—will make it significantly easier for plaintiffs to obtain class certification in actions alleging violations of Section 10(b) of the Securities Exchange Act of 1934, 15 U.S.C. Section 78j(b), and Securities and Exchange Commission Rule 10b-5 (10(b) actions) against large, publicly traded companies.
11 minute read

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