Board of Directors

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Corporate Board Responsibility for Compliance

You can talk all you want about the importance of “tone-at-the-top.” People use that term all the time and everyone nods their heads in agreement. But what is the “top”? Is it the CEO? Is it senior executives? Is it the...more

Blog: Shareholder Proposal Regarding Audit Committee Composition

As noted in this article from Compliance Week, the Corp Fin staff have refused to issue no-action relief to Citigroup agreeing that it could exclude from its proxy statement a proposal from the prolific John Chevedden...more

ISS Issues FAQs on Proxy Voting Policies Regarding Bylaw and Charter Amendments Adopted Without Shareholder Approval

Existing (ISS) voting policy is to recommend against the election of boards of directors if charter or bylaw amendments were enacted without shareholder approval and in a manner that materially diminishes shareholders’ rights...more

Building a Better Board Report: Essential Strategies for Chief Compliance Officers

Need to better engage your board—and get buy-in for E&C program investments? Fully leveraging your board reporting opportunity is essential. As compliance professionals, most of us are very proud of the...more

Proxy Access Developments: ISS Issues FAQs on Voting Policies and Several Companies Voluntarily Adopt Proxy Access Bylaws

On February 20, (ISS) published long-awaited FAQs clarifying its voting policies on proxy access proposals that would allow investors to include director nominees in the company’s proxy materials....more

SEC Proposes Hedging Policy Disclosure Rule

The SEC has proposed a rule that would require new hedging policy disclosure by companies that are subject to SEC proxy rules. The proposed rule would in most cases expand the hedging policy disclosure currently provided by...more

SEC Proposes Disclosure Rule for Hedging Transactions by Directors, Officers and Employees

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) issued a proposed rule that, if adopted, would require public companies to disclose in annual proxy statements whether their employees and board members...more

Blog: You Say You Want A Dissolution: An Overview Of The Formal Corporate Wind Down

Winding Down. If a corporation’s board of directors decides that the business needs to be wound down, there are a number of legal paths to consider. ...more

2015 Canadian Proxy Season – New Requirements and Continuing Trends

Annual meeting season for Canadian public companies starts soon. What new requirements and continuing trends will companies face in 2015? This update discusses some of them. - New requirements: The following new...more

BVI Case Notes, February 2015

BVIHC (COM) 105OF2014: Hornbeam Corporation v Halliwel Assets Inc, Panikos Symeou, Marigold Trust Company Limited (18 December 2014) - Introduction: In circumstances where a defendant obtains a costs order...more

What Every Prospective Nonprofit Board Member Needs to Know

You have been asked to serve on the board of a nonprofit organization. Should you accept? Prospective board members should carefully consider an invitation to join a board. Before accepting, a potential board member should...more

SEC Proposes Equity Hedging Disclosure Rules under Dodd-Frank

On February 9, 2015, the Securities and Exchange Commission (the “SEC”) proposed long-awaited equity hedging disclosure rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010...more

Corporate Governance and Disclosure Considerations for Financial Services Companies This Proxy Season and Beyond

Introduction - As the 2015 annual meeting season quickly approaches, recent and continuing corporate governance and securities disclosure developments should be top of mind as financial services companies complete their...more

Board Oversight of Cyberrisks: Directors and Officers Litigation

The duty of a board to monitor and oversee organizational risk includes cyberrisks. As cyberrisks and incidents proliferate, boards are seeking to enhance the information they receive about cyberrisks and incidents. One...more

Jail for UK directors and corporate sentencing to come

The prosecution of Smith and Ouzman Ltd. for bribery is winding to a close, with the sentencing of two directors of the company for corruption....more

SEC Proposes Rule Requiring Hedging Disclosure

On February 9, 2015, the Securities and Exchange Commission (the “Commission”) proposed amendments to its rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”),...more

Weavering: Appeal court judgment clears directors of wilful default

On 12 February 2015 the Cayman Islands Court of Appeal handed down its long-awaited judgment in Weavering Macro Fixed Income Fund Ltd v Peterson and Ekstrom. The case, which measured the liability of directors, sent...more

The Compliance Revolution and Improving Board Oversight

We all know there has been a sea change in the compliance profession. No longer are compliance professionals relegated to the backwater of corporate governance. Instead, they are now front and center and being asked to design...more

Sandy Hook Parents and Securities Law Professors Support Trinity Wall Street; Wal-Mart Replies

A group comprised of parents whose children or spouses were victims in the Sandy Hook tragedy, together with the Law Center to Prevent Gun Violence, have filed a brief in support of Trinity Wall Street in a case where...more

What Price Love?

Apparently, about $1 million if you are the CEO of Johnson Controls, Inc. At least, that is one possible takeaway from the action of the board of directors of Johnson Controls with respect to the behavior of its CEO, Alex...more

Before Your Nonprofit Health System Considers a Merger – Three Important Board Preps

The Governing Board of every nonprofit health system considering a merger, change in control, sale or significant affiliation has a key role in the process and needs to be engaged throughout the planning, research,...more

Maurice Gilbert, CCI and Ten Questions A Board Should Consider About Compliance

For those of you in the compliance world who do not know Maurice Gilbert, you should. I could probably write an entire post on the number of hats that he wears. For the Chief Compliance Officer (CCO) or compliance...more

How Recent Fiduciary Duty Cases Affect Advice To Directors And Officers Of Delaware And Texas Corporations

The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated party transactions,...more

GE and Others Voluntarily Adopt Proxy Access

GE has voluntarily adopted a proxy access by-law proposal. The by-law permits a shareowner, or a group of up to 20 shareowners, owning 3% or more of the Company’s outstanding common stock continuously for at least three...more

Is Your Board Engaged on Compliance or Not? Be Honest!

We all can cite situations in which we avoid the truth. Part of the reason is we want to believe and cannot accept the truth. With age, we supposedly acquire wisdom and become more realistic about personal and professional...more

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