Corporate Accountability Report Index-Summary

BACKDATING OF STOCK OPTIONS

BAD FAITH

– Personal liability of directors under DGCL 102(b)(7), Analysis and Perspective, 28

BANKING

– Accounting scheme, two former National Century Fin. Enterprises executives get prison, penalties (S.D. Ohio), 419
– Attorneys' fees indemnification, director elections, dismissed co-defendants are not required to indemnify defendant whose own claim failed (D.D.C.), 613
– Auction rate securities, Wachovia's discovery stay under PSLRA partly lifted (S.D.N.Y.), 140
– Bank of America, in pari delicto bars Parmalat fraud claim (S.D.N.Y.), 1181
– Bankruptcy trustees fail to show liability of third parties in Parmalat fraud (U.S., rev den), 1207
– Bear Stearns, breach of fiduciary duty cases consolidated into 3 cases (S.D.N.Y.), 72
– Board structure, regulators have power to change, says Scott, 632
– Bonuses paid by TARP recipients should be paid back, says Dodd (D-Conn), 162
– Business judgment presumption in failure to sell company rebutted when First Niles Financial Inc. officers breach fiduciary duties, have conflict of interest (Del.), 170; application of rule murky after Gantler, Analysis and Perspective, 454; application of duty to officers should increase cases, says Del. chief justice, 1253
– Class action filings

– – Decrease expected, additional defendants lacking, Outlook, 184
– – Increase in 2008 due to subprime/liquidity crisis, 37; filings remain high in 2009, 787; filings on pace to match 2008, more foreign defendants, 997
– – Increase in 2008, LaCroix discusses, 38
– – “Integrity of market presumption” not adopted, certification against Deutsche Bank denied (9th Cir.), 979
– – “Stock drop,” Huntington Bancshares continued offering of company stock in 401(k) did not breach fiduciary duty (S.D. Ohio), 236

– Credit card regulations

See LEGISLATION, FEDERAL, HR 627

– Credit line availability

See LEGISLATION, FEDERAL, S 896

– Derivative litigation

– – Auction rate securities, presuit demand not excused when Goldman Sachs ignored red flags (S.D.N.Y.), 701
– – Citigroup, waste claim for $68M golden parachute survives, fiduciary breach claim failed to show presuit demand futility (Del. Ch.), 291

– Disclosures

– – Loan loss accounting should be revisited, says SEC, 1038
– – SEC's enhancement advice not taken, 39

– Dynamic provisioning should be used by bank regulators, says Grant Thornton, 616
– Enron fraud, banks' failure to disclose, claims dismissed for lack of duty (S.D. Tex.), 356
– Executive compensation

– – Bank of America merger with Merrill Lynch

– – – N.Y. AG subpoenas Bank of America CAO and former Merrill Lynch CEO, 127; IG Barofsky coordinating investigation with N.Y. AG, 254; subpoena for bonus information served on Bank of America, 283; Towns (D-NY) initiates probe on bonus timing, 346; N.Y. Supreme Court orders release of names, 377; court rejects firms' attempt to intervene in N.Y. AG's subpoena to former CEO (N.Y. Sup. Ct.), 414; SEC investigating failure to tell shareholders of bonus plans, 434; SEC reviewing disclosures, 464; N.Y. AG finds Treasury threatened to remove Bank of America board if Merrill deal not completed, 535; Kucinich (D-Ohio) wants SEC to expand investigation in light of internal documents, 973; Bank of America settles with SEC over undisclosed bonuses (S.D.N.Y.), 978; judge has concerns about proposed settlement, 991; judge objects to SEC failure to charge executives and bank's decision to settle, 1055; SEC reply brief defends reasonableness of settlement, lack of individual charges, 1083; N.Y. AG says advice of counsel defense waives privilege, 1084; court rejects settlement as unreasonable, 1121; SEC IG will investigate whether TARP funds would pay settlement, 1122; House committee wants Schapiro, FDIC Chair Bair to testify about agencies' role in merger, 1122; rejection of settlement emphasizes individual liability of corporate penalty statement, 1154; joint proposed case management plan filed, 1156; CEO Lewis attorneys ask Towns (D-NY) to reconsider request for privileged documents, 1157; Ohio AG sues on behalf of public pension funds, 1176; Towns (D-NY) announces Bank of America will provide documents, 1177; case will not affect SEC resolution process, says Khuzami, 1201; attorney-client privilege waived, bank will release documents N.Y. AG requested, 1228; CEO will forgo 2009 salary and bonus, 1255; bank sent disk with privileged documents to House Oversight Committee, 1255; SEC files amended complaint with one new claim, 1285

– – Excessive spending and foreclosure moratorium discussed by banking executives with House committee, 222

– FASB response to crisis too slow to help, 329
– Holding companies, FRB letter favors common equity, warns against dividends, 254
– Loan loss and credit risk, quarterly footnote disclosures, draft FASB rules coming, 513
– Mergers and acquisitions

– – Bank of America merger with Merrill Lynch, court names pension funds as class leads (S.D.N.Y.), 891
– – Business judgment rule protects Wachovia in hasty merger with Wells Fargo (N.C. Super. Ct.), 13
– – National City Corp., weak breach of fiduciary duty claim settled by additional disclosures, court approves (Del. Ch.), 1030

– Off-balance sheet accounting guidance, FASB work with banking regulators on greater disclosure continues, 675
– Preliminary injunction to stop Goldman Sachs proxy statement denied, appeal moot after proxy released (2nd Cir.), 292
– Provisioning reporting, working group with FASB-IASB proposed, 331
– Regulation reforms proposed by Group of Thirty, 105
– Regulatory reform blueprint expected soon, overhaul of agencies and duties possible, 348
– Scienter

See SCIENTER

– Securitized products, executive compensation rules proposed by EC, 922
– Senate select committee on financial crisis proposed by McCain (R-Ariz) and Dorgan (D-ND), 314
– Standing, plaintiffs lacked Del. “continuing ownership” after Merrill Lynch merged with Bank of America (S.D.N.Y.), 263
– Troubled Asset Relief Program

See TROUBLED ASSET RELIEF PROGRAM (TARP)

– Whistleblowers, loans previously written off are reported as income when later recovered, CFO complaining of GAAP violation fired (U.S., rev den), 545

BANKRUPTCY

– Attorney-client privilege, extent and avoiding waiver, Analysis and Perspective, 1141
– Parmalat fraud claim, bankruptcy trustees fail to show liability of third parties (U.S., rev den), 1207

BOARD OF DIRECTORS

See DIRECTORS AND OFFICERS

BONUSES

See EXECUTIVE COMPENSATION

BOOKS AND RECORDS INSPECTIONS

– Complaint against THQ/JAKKS to inspect lacks proper purpose (Del. Ch.), 666
– Director elections, board decision to retain directors without majority of votes does not require (Del. Ch.), 1259
– Documentary evidence of beneficial ownership not provided, demand against Horizon Lines dismissed (Del. Ch.), 1128
– Internal controls, SEC official urges companies to avoid violations, 502
– Photocopies allowed under LLC agreement access provisions (Del. Ch.), 1002
– 2009 Del. corporation law cases review, 451

BROKERS

– Director elections, NYSE proposal to eliminate broker voting, investor groups support, Chamber of Commerce criticizes, 408; SEC approves rule, 818; effects of rule still unknown, 912; educating shareholders about new rule in progress, 1333

BUSINESS COMBINATIONS

See MERGERS AND ACQUISITIONS

BUSINESS JUDGMENT RULE

– Breach of fiduciary duties, conflict of interest by First Niles Financial Inc. officers, rebuts presumption in failure to sell company (Del.), 170; application of rule murky after Gantler, Analysis and Perspective, 454; application of duty to officers should increase cases, says Del. chief justice, 1253
– Dividend not paid to other shareholder shows bad faith (Wis. Ct. App.), 706
– Merger of National City Corp., weak breach of duty claim settled by additional disclosures, court approves (Del. Ch.), 1030
– Substantial losses, decisions protected if no illegal activity and risk management systems in place, Analysis and Perspective, 647
– Wachovia protected in hasty merger with Wells Fargo (N.C. Super. Ct.), 13