Corporate & Commercial

November 30, 2020

A group of mostly powerless Class B members in a utility services firm suspected its only Class A member of self-dealing, but their suspicions did not mate with corporate authority to do much about it. However, blessed with wide-ranging inspection and audit rights under an operating agreement, they pushed forward with requests to determine the company’s financial health and investigate its management. In Richardson v. Utili-Serve, LLC, 2020 NCBC 83, the Business Court considered…

The D&O Diary

Guest Post: The New UK Insolvency Act Exposes a Gap in Cover for D&O Insurance

By Kevin LaCroix

November 30, 2020

In the following guest post, Francis Kean takes a look at the new UK Corporate Insolvency and Governance Act and the Act’s potential implications for D&O insurance coverage. Francis Francis is a Partner, Financial Lines, at McGill and Partners. A version of this article previously was published as a McGill client alert. I would like to thank Francis for allowing me to publish his article as a guest post on this site. I welcome guest…

Plane-ly Spoken

Whistleblower Case Presents Interesting Twist On Concept of Retaliation Under False Claims Act

By Mark Tabakman

November 30, 2020

Nowadays, whistleblowing is a very important issue, especially in these times of COVID-19 and in that vein, there are new and “creative” ways for employers to allegedly retaliate against employees who wish to report wrongdoing. In a recent variation on this theme, a Contracts Manager has sued Airbus Group under the False Claims Act, claiming that the Company falsely “turned him in” to the FBI after he stated that he believed the Company’s accounting practices…

Free Writings + Perspectives

SEC Division of Corporation Finance Publishes Disclosure Considerations for China-based Issuers

By Christina M. Thomas, Gonzalo Go & Laura D. Richman

November 30, 2020

The US Securities and Exchange Commission (SEC) Division of Corporation Finance published CF Disclosure Topic No. 10 (the disclosure topic) on November 23, 2020. The disclosure topic provides guidance to China-based Issuers: companies based in or with the majority of their operations in the People’s Republic of China (China). The guidance is the latest step by US regulators to strengthen investor protection with respect to China-based Issuers, particularly with regards to the unique legal and…

New York Business Law and Commercial Litigation Blog

Rotten Phisherman!

By Robert Londin

November 30, 2020

In these times of pandemic, many good people (like essential workers, first responders, and doers of random acts of kindness and charity) continue to help others. Unfortunately, there are those that continue to prey upon others by casting snares to compromise confidential and sensitive information like social security numbers, credit card numbers, and passwords. This is generally known as “phishing” and the ordinary citizen would be surprised at the sophistication of these attacks, the…

The Antitrust Attorney Blog

An Antitrust Agency Just Called About a Merger—What Happens Next?

By Bona Law PC

November 30, 2020

https-www-theantitrustattorney-com-files-2020-11-antitrust-agency-call-about-merger-or-acquisition-300x199-jpg

Author: Steven J. Cernak It happens all the time. You read about a merger in your industry, maybe between two suppliers or competitors. If the merger involves suppliers, maybe your sales rep makes a courtesy call. You then get back to your business, preparing to adjust as necessary. A short time later, you get a call. Some attorney from the Federal Trade Commission or Department of Justice Antitrust Division is “conducting a non-public investigation” in…

Free Writings + Perspectives

Time to Get Ready: Preparing for the 2021 US Proxy & Annual Reporting Season

By Melissa Pfeuffer

November 30, 2020

December 9, 2020 Intelligize Webinar 1:00 p.m. EST – 2:00 p.m. EST Register here. Preparation is key to a successful proxy and annual report season, and late fall is not too early to begin. As companies evaluate the ramifications of COVID-19 that need to be discussed in various contexts in annual filings with the US Securities and Exchange Commission, advance planning will ensure a smoother process. Join our panelists, Candace Jackson, Christine McDevitt, Anna…

Andrew Abramowitz, PLLC

The Golden Age of Non-Interruption

By Andrew Abramowitz

November 30, 2020

https-aalegalnyc-com-wp-content-uploads-2020-11-working-300x200-jpg

I have found over my 23 years of law practice that, assuming I’ve consumed my usual copious amount of coffee, I can be quite productive and efficient when I get into a flow. When that flow is interrupted – by a phone call, someone popping into my office for a quick question, a car alarm going off, etc. – it can be difficult to get back into the groove. The good news is that a…

Pay or Play

Universal Faces Racism Charges as Faizon Love Sues over “Couples Retreat” Poster

By Jody Simon

November 30, 2020

The 2009 Universal ensemble comedy Couples Retreat sparked controversy when its Black performers were erased from the film’s international marketing. That controversy has come back to life as the film’s co-star Faizon Love has filed suit against Universal alleging that promises that were made to him were not kept. In posters for the US release, Love was billed fourth after Vince Vaughn, Jason Bateman and Jon Favreau, and pictured with Kali Fox, his onscreen partner,…

Hunton Insurance Recovery Blog

Engineering Coverage for Social Engineering Schemes in Light of New Jersey Federal Court Opinion Finding No Errors and Omissions Coverage for Email Scam

By Andrea DeField & Michael L. Huggins

November 30, 2020

It’s a cautionary tale of cyber fraud. A title agent in a real estate transaction receives an email ostensibly from the mortgage lender providing instructions for transferring the loan proceeds into a settlement bank account. After transferring the funds ($520,000), it becomes apparent that the transfer instructions came from an email address that was one letter off from the mortgage lender’s actual email address – it was a scam. But it’s too late, the scammer…