By Porter Wright on Bob Morgan, our colleague at Technology Law Source blog, provides perspective about the upcoming Digital Millennium Copyright Act (DCMA) agent filing change that takes effect Dec. 31. Read the full article here: DMCA agent requirements changing by end of year.… Continue Reading
By Porter Wright on Last April, a trade association for bank directors, the American Association of Bank Directors reported the results of a survey designed to measure the impact of concerns about personal liability on the decision of bank board members to resign and by individuals to turn down board seats on banking organizations. One of the key concerns, … Continue Reading
By Porter Wright on Both Ohio corporations and Ohio LLCs are permitted (but not required) to enter into indemnity agreements with their officers, directors, managers and employees. But when forming an Ohio corporation or Ohio LLC, entities should carefully consider the differing mandatory indemnity obligations that also apply to each type of organization. As we noted in a previous post, … Continue Reading
By Porter Wright on Ohio corporations should carefully consider whether their articles of incorporation or code of regulations should state that Ohio Revised Code §1701.13(E)(5)(a) does not apply to the corporation. Without making that exclusion, the lack of an indemnity agreement will not prevent a director from exercising his statutory right to receive (from the corporation) payment of his litigation … Continue Reading
By Porter Wright on Enforcement of a relatively new rule of the Financial Industry Regulatory Authority (FINRA) has resulted in significant fees in 2011 for small issuers with securities traded over-the-counter (OTC), such as some community banks. FINRA Rule 6490 requires issuers to provide notice to FINRA of certain company-related actions, such as dividends and stock splits, or face a … Continue Reading
By Porter Wright on In mid-August the SEC’s new whistleblower rules will take effect (click here for the Final Rule). The new rules explain and further define the requirements of a whistleblower program that has been in place since the Dodd-Frank Act took effect on July 21, 2010. In general, anyone who provides information to the SEC relating to a … Continue Reading
By Porter Wright on Proper board meeting minute taking has recently increased in importance as a result of a number of court decisions. Bankers and other businessmen doing business in the corporate form should carefully consider the impact of cases such as In re Walt Disney Company Litigation (Del. Ch. 2004). In many states, minutes are considered to be prima … Continue Reading
By Porter Wright on Last week, the SEC finalized a new proxy access rule for 3% shareholders (or larger) that was first proposed over a year ago. Proxy access refers to the right of a shareholder to use the company’s proxy statement to solicit votes for a nominee for the board of directors. Prior to the new rule, a … Continue Reading
