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Cybersecurity After WannaCry Image

Cybersecurity After WannaCry

Anthony McFarland

Following the May 2017 WannaCry ransomware infiltration into over 10,000 organizations and individuals in over 150 countries, it is clear that businesses across industries have no choice but to spend time and resources digesting and culling through the cybersecurity information barrage.

Features

Compensation Plans: Director-Specific Limits Image

Compensation Plans: Director-Specific Limits

Christopher B. Chuff, Joanna J. Cline, Douglass D. Herrmann & James H.S. Levine

A recent decision by the Delaware Court of Chancery serves as a reminder that boards of directors of Delaware corporations should consider amending their companies' director compensation plans to include specific limits on the amount of compensation that a director may be awarded in a given year, and obtaining stockholder approval of such compensation plans.

Features

What Can We Tell About the Trump Administration's Focus on Compliance? Image

What Can We Tell About the Trump Administration's Focus on Compliance?

Annette K. Ebright & Sarah F. Hutchins

There are a few early signs that the Trump administration will continue to hold companies to the “way of compliance.” But after the first five months of his presidency, there are still questions about where enforcement is heading in specific compliance areas.

Features

Alternative Legal Services Providers: Changing Buyer Perceptions Image

Alternative Legal Services Providers: Changing Buyer Perceptions

David Curle

No longer are law firms the only option for clients with legal work; they now have a wider menu of providers from which to choose. But what are the contours of that Alternative Legal Services (ALS) market? How are these new providers being used by corporate clients and law firms? What's driving that usage? And what does it mean for traditional law firms?

Features

Court of Chancery Dismisses Post-Closing Challenge to Merger Transaction Image

Court of Chancery Dismisses Post-Closing Challenge to Merger Transaction

Lewis H. Lazarus

Stockholders who believe that a board breached its fiduciary duties in connection with information provided to stockholders asked to vote for a merger transaction can either seek to enjoin the transaction or seek damages post-closing. In light of the Delaware courts' jurisprudence post-<i>Corwin</i>, such claims are unlikely to succeed

Features

Antitrust Corporate Dispositions Image

Antitrust Corporate Dispositions

Marc Siegel

This article provides critical background on DOJ policy and practice, and highlights some of the steps corporate counsel can take during leniency or plea negotiations to secure non-prosecution protection for the company's employees as part of any antitrust corporate disposition.

Features

WannaCry Attack Is A Wake-Up Call for Cyber Preparedness Image

WannaCry Attack Is A Wake-Up Call for Cyber Preparedness

India E. Vincent

The scope of WannaCry changed our perceptions of ransomware attacks. It made it clear that ransomware could reach a broad cross-section of computers worldwide, at essentially the same time.

Features

The DOJ's New Parameters for Evaluating Corporate Compliance Programs Image

The DOJ's New Parameters for Evaluating Corporate Compliance Programs

Ronald H. Levine & Carolyn H. Kendall

The parameters set forth in the DOJ's memorandum have implications not only for the government's evaluation of compliance programs in the context of criminal charging decisions, but also for how defense counsel structure their conference-room advocacy seeking declinations or lesser sanctions in both criminal and civil investigations.

Features

GDPR Gets Real Image

GDPR Gets Real

Jason Straight

A procrastinator's guide to overcoming technical challenges in GDPR compliance.

Features

Do Your Employment Practices Violate Antitrust Law? Image

Do Your Employment Practices Violate Antitrust Law?

Robert G. Brody & Alexander Friedman

This article provides critical background on DOJ policy and practice, and highlights some of the steps corporate counsel can take during leniency or plea negotiations to secure non-prosecution protection for the company's employees as part of any antitrust corporate disposition.

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  • Private Equity Valuation: A Significant Decision
    Insiders (and others) in the private equity business are accustomed to seeing a good deal of discussion ' academic and trade ' on the question of the appropriate methods of valuing private equity positions and securities which are otherwise illiquid. An interesting recent decision in the Southern District has been brought to our attention. The case is <i>In Re Allied Capital Corp.</i>, CCH Fed. SEC L. Rep. 92411 (US DC, S.D.N.Y., Apr. 25, 2003). Judge Lynch's decision is well written, the Judge reviewing a motion to dismiss by a business development company, Allied Capital, against a strike suit claiming that Allied's method of valuing its portfolio failed adequately to account for i) conditions at the companies themselves and ii) market conditions. The complaint appears to be, as is often the case, slap dash, content to point out that Allied revalued some of its positions, marking them down for a variety of reasons, and the stock price went down - all this, in the view of plaintiff's counsel, amounting to violations of Rule 10b-5.
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