Safe Harbor European Court Data Protection Ruling
November 02, 2015
On Oct. 6, the 'European Court of Justice gave a very important judgment about EU data protection law, where it ruled that the EU Safe Harbor regime is invalid, and National EU Member State data protection regulators have the power to investigate complaints about the adequacy of the level of protection of data transfers to the U.S. All U.S. business transferring personal data from the EU need to take note of this judgment.
Reverse Break-up Fees in Strategic M&A Transactions
November 02, 2015
This article analyzes: 1) the pros and cons of an RTF tied to a breach by a buyer or the inability of a buyer to secure financing; 2) whether RTFs are truly enforceable by a target seller; and 3) what all this means in terms of target and buyer board members' fiduciary obligations.
Protecting Your Company's Data from Security Breaches
November 02, 2015
This article explores some steps counsel can take to protect their organizations from a data breach, and how counsel can proactively help to mitigate any adverse impact in the unfortunate event a data breach occurs.
Trans-Jurisdictional Transactions
October 02, 2015
When company transactions and legal issues cross borders ' so-called trans-jurisdictional transactions ' companies begin facing expansive and complex legal issues related to those transactions. This article discusses the issues.
Quarterly State Compliance Review
October 02, 2015
This edition of the Quarterly State Compliance Review looks at some legislation of interest to corporate lawyers that went into effect between Aug. 1 and Oct. 1, 2015, including amendments to Delaware's corporation and LLC laws. It also looks at some recent cases of interest, including two decisions from Delaware's Chancery Court.
Legal Departments and Law Firms
October 02, 2015
The International Association of Defense Counsel (IADC) recently conducted its 2015 Inside/Outside Counsel Relationship Survey in order to gain a better understanding of the relationship between lawyers in corporate legal departments and lawyers in law firms. The results are reported herein.
Director Compensation Subject to Entire Fairness Standard
September 02, 2015
The Delaware Court of Chancery recently denied the motion to dismiss filed by Citrix Systems, Inc. and its directors in a derivative suit brought by shareholders. In a challenge to the business judgment rule, the plaintiffs were allowed to proceed with their breach of fiduciary duty claim, and the court noted that the awards were subject to review under the "entire fairness" standard.
FATCA's Due Diligence Expansion
September 02, 2015
In 2010, Congress enacted the Foreign Account Tax Compliance Act (FATCA) in order to target U.S. taxpayers using offshore accounts to hide monies overseas. Although Congress' purpose and intent in passing FATCA was met, it has been achieved at a cost of imposing heavy burdens on those already compliant.
