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Corporate Renewable Energy Buyers’ Principles Highlight the Promise of Consumer/Utility Collaboration in Renewable Power...

As we wrote earlier this year, end-use corporate energy consumers large and small are increasingly turning to distributed power generation using solar, wind and other technologies to reduce purchased power costs and price...more

7/25/2014 - Corporate Social Responsibility Electricity Energy Renewable Energy Renewable Energy Buyers' Principles Solar Energy Utilities Sector Wind Power

2014 Changes to Delaware Corporate Law

Earlier this month, several significant amendments to the Delaware General Corporation Law (the DGCL) were approved. These amendments are substantially the same as the amendments originally proposed in April 2014 and will...more

7/24/2014 - Board of Directors Delaware General Corporation Law Directors New Amendments Shareholders Written Consent

In re MFW Decision Upheld by Delaware Supreme Court

Last week in Kahn v. M&F Worldwide Corp. (Del. March 14, 2014), the Delaware Supreme Court upheld the decision of the Court of Chancery in the In re MFW Shareholders Litigation (Del. Ch. May 29, 2013) case and also upheld the...more

3/18/2014 - Business Judgment Rule MFW Standard of Review Summary Judgment

Top 5 Delaware Case Developments in 2013 for M&A Practitioners

During 2013, in addition to the important changes to the Delaware General Corporation Law (“DGCL”) and the Limited Liability Company Act, described here, the Delaware courts issued a number of decisions that have a direct...more

1/22/2014 - Board of Directors Business Judgment Rule CEOs Fairness Hearings Forum Selection Clause Going-Private Transactions Minority Shareholders Preferred Shares Shareholders Single-Bidder Sales Standard of Review

Is It Time to Adopt a Forum Selection Bylaw?

The boards of all public companies should consider adopting a forum selection bylaw, if they have not already put one in place. The purpose of such a provision is to designate an exclusive venue for stockholder derivative...more

1/8/2014 - Board of Directors Bylaws Corporate Governance Forum Selection Clause

Address Boardroom Confidentiality

Bill Ackman’s public disclosure earlier this year of confidential JC Penney board deliberations not only outraged his fellow directors but also stunned the corporate community. His actions, however, were not without...more

1/6/2014 - Board of Directors Confidential Information Confidentiality Corporate Counsel Corporate Governance

Dealing with Activist Investors

Shareholder activism is on the rise. Through the first three quarters of 2013, activist investors submitted 91 initial Schedule 13D filings, well on pace to eclipse the 109 filings made in all of 2012. In addition, proxy...more

1/3/2014 - Investors Proxies Proxy Contests Shareholder Activism Shareholder Litigation Shareholders

Push to Diversify Boards Picks Up Steam

In addition to heightened focus on director tenure, companies are facing increasing pressure to diversify their boards. The SEC requires companies to disclose whether and how the board or nominating committee considers...more

1/2/2014 - Board of Directors Corporate Governance Diversity EU SEC

Director Tenure Draws Increasing Investor Attention

The Wall Street Journal recently highlighted director tenure in an article titled “The 40-Year Club: America’s Longest Serving Directors.” While the article noted that fewer than 30 public company directors have at least 40...more

12/31/2013 - Board of Directors Corporate Counsel Corporate Governance Directors Independent Boards Proxy Season S&P

Split Decision: Whether to Separate the CEO and Board Chair Positions

Whether to separate the CEO and chairman positions is one of the most hotly debated issues in corporate governance. During the 2013 proxy season, calls for an independent board chair were the second most frequent proposal...more

12/30/2013 - Board of Directors CEOs Corporate Governance JPMorgan Chase

Changing Healthcare Landscape Poses Challenges for Directors

Despite the continuing legal challenges and political hardball, as well as the delays and technical glitches, it appears that the Patient Protection and Affordable Care Act, more commonly known as Obamacare, is here to stay. ...more

12/27/2013 - Affordable Care Act Board of Directors Compliance Directors Employer Mandates Health Insurance Exchanges Healthcare Healthcare Reform Pay or Play

Executive Compensation Considerations for 2014

Executive compensation is a topic that just won’t go away, particularly with pay disparity and pay for performance regulations still looming. We highlight below some of the matters directors should be considering as they...more

12/26/2013 - Board of Directors CEOs Chief Compliance Officers Clawbacks Compensation Committee Corporate Counsel Directors Disclosure Requirements Dodd-Frank Executive Compensation Pay Ratio Pay-for-Performance Proxy Advisors Proxy Voting Guidelines Sarbanes-Oxley Say-on-Pay SEC

Growing Demands of Compliance Oversight Weighing Down Directors

Constantly changing and overlapping legislative and regulatory requirements are weighing down corporations and usurping more and more board time. It is a telling sign when, according to a recent survey, directors ranked...more

12/26/2013 - Board of Directors Chief Compliance Officers Compliance Corporate Counsel Corporate Governance Directors Whistleblowers

2013 Changes to Delaware Corporate and LLC Law

In this alert we summarize the most important recent additions and amendments to the Delaware General Corporation Law (the “DGCL”) and the Delaware Limited Liability Company Act (the “DLLCA”). These changes include...more

12/20/2013 - Board of Directors Corporate Governance Defective Corporate Acts Delaware Limited Liability Company Act Issuers Jurisdiction LLC Mergers Public Benefit Corporation Shareholder Votes Shareholders Shelf Corporations

Cybersecurity on Radar Screen of Boards of Directors

Cybersecurity has become one of the hottest topics in the boardroom as companies wrestle with ever increasing threats to their information systems and intellectual property. A recent study by the Ponemon Institute found that...more

12/17/2013 - Board of Directors Corporate Counsel Cybersecurity Cybersecurity Framework Risk Management

Delaware Reigns in Shareholder Attacks on Weak Fairness Opinions

Financial advisors should remain keenly aware that, in recent years, plaintiffs and courts have been more carefully scrutinizing fairness opinions rendered in the context of public M&A transactions. Post-Great Recession, the...more

11/26/2013 - Corporate Counsel Fairness Hearings Shareholder Litigation Shareholders

SEC Proposes CEO Pay Ratio Disclosure Rules

On September 18, 2013, the SEC commissioners voted 3-2 to propose a new rule that would amend existing executive compensation disclosure rules by requiring public companies to disclose the ratio of a CEO’s annual total...more

9/20/2013 - CEOs Disclosure Requirements Dodd-Frank Executive Compensation Pay Ratio Transparency

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