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The issue of directors' and officers' liability for deepening insolvency has been the source of a significant number of judicial opinions over the past few years with little consensus being reached on the viability of these claims. This may have changed however. Despite the Delaware Bankruptcy Court's recent decision, <i>In re: Scott Acquisition Corp.</i>, 2006 WL 1732277 (Bankr. D. Del. 2006), which ruled that directors and officers of insolvent subsidiary companies owe fiduciary duties to both its creditors and the subsidiary itself. The Delaware Chancery Court, Vice Chancellor Leo E. Strine presiding, subsequently and resoundingly waded into the breach of fiduciary duty and zone of insolvency arena with its decision in ,<i>Trenwick America Litigation Trust v. Ernst &Young, L.L.P., et al.</i>
Features
The recent wave of investigations and lawsuits involving the alleged backdating of stock options promises to become one of the most widespread corporate crises in recent years. As these allegations mount, targets of the investigations will look to their insurance companies to help pay their potentially substantial defense costs and any resulting liabilities. <br>At the same time, insurance companies will be looking for ways to minimize, or even evade entirely, their coverage obligations. As a result, targets of backdating investigations must move quickly to protect their insurance coverage.
Features
The composition of the modern corporate board has evolved into a complex and sophisticated governing body that places increasing demands on the lawyers. In the post Enron and Sarbanes-Oxley world, corporate boards continue to be comprised of directors with their own myriad personal and business agendas. These boards, however, have also become more mindful and responsive to watchdog agencies, and have a renewed focus on board independence, financial expertise and diversity. There is, therefore, an increased need for adaptable, experienced, and informed lawyers ' both in house as well as outside a given company ' to counsel the board and its members on these and other controversial issues. The best practices for doing so, including those addressing how to better understand the client board's structure, culture and goals, as well as the board member's personal concerns, is the subject of this piece.
Features
As defined by the ADA, a qualifying disability is 'a physical or mental impairment that substantially limits one or more of the major life activities of such individual.' 42 U.S.C. 12102(2)(B), (C). The ADA regulations define disabilities broadly, including a specific reference to 'neurological systems, mental or psychological disorders.' (29 C.F.R ' 1630.2 (h).) Because the ADA only provides such general guidance, litigation continues to arise as parties try to refine the concepts presented in the Act, such as whether a mental disorder is a qualifying impairment, whether an employee with a qualifying mental illness can perform essential job functions, and how the limitation of a major life activity caused by a qualifying mental illness can be reasonably accommodated in the workplace.
Features
Do divorce lawyers have an obligation to disclose client confidences when it is in the best interests of the client's child to do so? The short answer of the rules of professional responsibility is 'no' because a 'yes' answer is deemed to be fundamentally inconsistent with the premises of the adversary system in which the divorce lawyer functions. The longer answer is that the rules encourage ' but do not require ' a divorce lawyer to counsel the client to authorize the disclosure because it is in the best interests of both parent and child.
Features
The Family Educational Rights and Privacy Act of 1974 (20 USC ' 1232g), more commonly referred to as FERPA, is a federal law that protects the privacy of student education records. FERPA applies to all schools that receive public funding. FERPA's terms contradict the commonly held belief that a non-custodial parent's right to a child's education record is defined only by the text of the stipulation of settlement or court order.
Features
In September, the Institute of Medicine of the National Academy of Sciences, a congressionally created entity dedicated to the study of policy matters pertaining to the public health, issued the results of the study of federal drug safety policy commissioned by the Food and Drug Administration (FDA). The resulting report, titled 'The Future of Drug Safety, Promoting and Protecting the Health of the Public' and published in the Archives of Internal Medicine, has been widely anticipated in light of recent publicity surrounding Vioxx' and other drugs that, subsequent to FDA-approval, proved more dangerous than thought.