CorpCast Episode 2: Advancement 101
CorpCast Episode 1: Sections, 204, 205 and In re Numoda
Are there drawbacks to positive thinking in legal transactions?
Homebuilder Series Webinar: Fiduciary Duties & Auditor Liability
FCPA Compliance and Ethics Report Episode 129-Judge Rakoff, Judge Leon and Individual Prosecutions Under the FCPA
Why Every Day Is Proxy Season for Public Companies
Do Employers Have to Pay For All Time Worked?
Do I need an attorney if I am buying or selling a business?
Corcoran: Infighting on Compensation Costs BigLaw Time and Money
Conducting Corporate Internal Investigations
Zimmermann: "Two Class" Partnership Culture Emerging in BigLaw
Appel: Corporate Inversions Could Mean Big Tax Bills For Shareholders
WORD OF THE DAY® for Hedge Funds – Accelerated Share Repurchase
Data Privacy: The Next Frontier of Corporate Compliance
Planning For The Exit – What’s Your Exit Strategy?
WORD OF THE DAY® for Hedge Funds – CFTC
What are the Implications of Alice v. CLS?
What Questions CEOs and Board Members Should Be Asking Themselves About Tax Inversions
WORD OF THE DAY® for Hedge Funds – Derivative
Legal Considerations for Web-Based Start-Ups
California continues to hemorrhage corporate charters to Delaware and Nevada. The most recent potential emigrant is SJW Corp. which filed this proxy statement last week seeking shareholder approval of a reincorporation from...more
Focus on Fiduciary Standards. In February the President’s Council of Economic Advisers (CEA) issued a Report on the Effects of Conflicted Investment Advice on Retirement Savings. In its conclusion, the Report estimated the...more
After seeking comments last fall, the Securities and Exchange Commission (“SEC”) recently approved the Financial Industry Regulatory Authority’s (“FINRA”) proposed rule governing member firms’ verification and investigation...more
For years, NAVEX Global has been proud to provide the industry’s best and most statistically accurate hotline benchmarking data. By analyzing anonymized data we gather through our hotline and case management solutions, we...more
The Supreme Court of Canada recently addressed the issue of the enforceability of restrictive covenants where the purchaser of a business offered employment to the business’s previous owners (Payette v Guay Inc. 2013 SCC 45)....more
You may have heard people refer to “double-trigger” acceleration. What are they talking about? Double-trigger acceleration refers to the partial or full acceleration of vesting of someone’s options or stock based on the...more
It's difficult to discern “trends” from reactions to date on proxy access proposals, but here are some data points:
Three companies, including two on the NY Comptroller’s 75-company target list have adopted...more
The New York State Legislature passed a bill on June 19, 2013, intended to update New York’s labor law, including the Wage Theft Protection Act (WTPA). The bill (A 8106-C, S5885-B), signed into law by Governor Andrew Cuomo on...more
This might be our most exciting FCPA Compliance Digest thus far – we get to write about a DECLINATION! It feels a little bit like seeing a compliance unicorn.
Cobalt Energy Announces SEC FCPA Declination -
As part of its ongoing rollout of its 2015 policy updates, Institutional Shareholder Services (ISS) has issued “Frequently Asked Questions” guidance with respect to both its 2015 Compensation Policies and its new equity plan...more
The SEC continues to focus on its whistleblower initiative.
According to a February 25 Wall Street Journal article titled “SEC Probes Companies’ Treatment of Whistleblowers,” the U.S. Securities and Exchange Commission...more
Last week the Securities and Exchange Commission (SEC) proposed amendments to its rules and forms, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), that would require SEC reporting...more
Boards of Directors of companies subject to the federal proxy rules should take note of proposed rules released by the Securities and Exchange Commission (SEC) on February 9, 2015 that would enhance corporate disclosure of...more
Compliance programs are effective only to the degree that they help build and support a strong organizational culture. So what does a strong corporate culture look like? And what ethics and compliance tools can help support...more
On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) proposed a long-awaited rule under the Dodd-Frank Wall Street Reform and Consumer Protection Act that would require public companies to disclose certain...more
On February 9, 2015, the Securities and Exchange Commission (“SEC”) proposed a rule to enhance disclosure of company hedging policies for directors, officers and other employees. This proposal would implement Section 955 of...more
On February 9, 2015, the SEC proposed rules that would require domestic public companies to disclose in proxy and information statements whether the company permits any of its directors or employees (including officers) to...more
On February 9, 2015, the Securities and Exchange Commission (the “SEC”) proposed rules that would require disclosure of policies permitting or prohibiting hedging by directors, officers and other employees to hedge or offset...more
The Securities and Exchange Commission (SEC) recently released proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), which calls for disclosure of whether...more
Companies often grant stock options to incentivize employees and so that their interests are aligned with the future success of the company, and partnerships (and limited liability companies taxed as partnerships) are no...more
In This Presentation:
- Corporate Records Housekeeping
- Protecting Assets – Vis A Vis Employees And Others (Trade Secrets, Confidentiality And Non-Competition Agreements)
- Protecting Assets – ...more
The Bylaws of many public companies provide for mandatory indemnification of directors and officers (and sometimes other agents as well). Often, Bylaws describe these indemnity obligations as contract rights. For example...more
In This Book:
- Choice Of A Business Entity
- Introduction To Federal Securities Laws
- From Let’s Go Shopping To Closing: M&A Process In The United States
- Employment Considerations
Many are up in arms following a memorandum issued by the General Counsel of the National Labor Relations Board (NLRB) authorizing employees of a national restaurant chain to argue that the franchisor is jointly responsible...more
When we were children, our mothers told us stories that we believed to be true because we always believed what our parents were telling us was the truth. Part of growing up is realizing that a good chunk of what your mom told...more
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