Board of Directors

Good Governance for General Counsel: What Your Board Needs to Know Now

by Ober|Kaler on 5/18/2013

A host of regulatory and finance reforms have ushered in significant changes for health care entities, and likewise, for the boards that guide them. How can general counsel broach these changes with their boards and steer...more

Swiss Voters Approve “Against the Rip-Off” Referendum Restricting Corporate Compensation

by Celia Joseph | Fisher & Phillips LLP on 5/15/2013

On March 3, 2013, voters in Switzerland approved a referendum providing one of the world’s most onerous restrictions regarding executive compensation. The referendum entitled, “Eidgenössische Volksinitiative ‘gegen die...more

Third Circuit Holds That Shareholder-Director Cannot Sue For Discrimination

by Tracey Diamond | Pepper Hamilton LLP on 5/15/2013

The Third Circuit Court of Appeals recently ruled that a shareholder-director of a closely held family corporation was not an “employee” under Title VII, and therefore could not sue for discrimination. See Mariotti v....more

The Mergers & Acquisitions Review - Sixth Edition: Chapter 16: Cayman Islands

by Wendy Lee | Harney Westwood & Riegels on 5/14/2013

I OVERVIEW OF M&A ACTIVITY - According to a report of the Cayman Islands Economics and Statistics Office, the Islands’ economy began to recover from the economic downturn in 2011, with real gross domestic product...more

Four Key Board Responsibilities for Monitoring Risk and Compliance

by NAVEX Global on 5/13/2013

Introduction: High Pressure Regulatory Environment - Now more than ever, there is increased regulatory pressure on organizations – and their Boards of Directors – to create and maintain effective ethics and compliance...more

“We’re Considering Selling The Company – How Can A Special Committee Help?”

by Rick Gallagher, M. Todd Scott, Alex Talarides | Orrick - Securities Litigation and Regulatory... on 5/13/2013

In any change-of-control business transaction, the decision by the target company’s board of directors to approve the deal is subject to heightened scrutiny by the courts. These days, virtually every M&A deal is sure to...more

Best Laid Plans Gone Awry: Practices for Rule 10b5-1 Trading Plans

by Sarah A. Good, Laura Hurtado, Gabriella Lombardi, Cindy V. Schlaefer, Brian Wong | Pillsbury Winthrop Shaw Pittman LLP on 5/10/2013

Rule 10b5-1 trading plans are in the limelight due to investigations initiated by U.S. Attorney’s Offices and the SEC into possible abuses by corporate executives of such plans. Now, more than ever, companies and their boards...more

First Deadline Approaching for NYSE and Nasdaq Listed Companies to Comply with New Compensation Committee Rules

by Paul Bork, Dean Hanley | Foley Hoag LLP on 5/9/2013

As noted in our Securities Alert dated October 9, 2012, the New York Stock Exchange (NYSE) and the Nasdaq Stock Market (Nasdaq) proposed rule changes to their respective listing standards affecting public company boards of...more

Directors Remuneration: Enterprise and Regulatory Reform Act 2013 Published

by Orrick - Structured Finance Group on 5/9/2013

On May 2, the Enterprise and Regulatory Reform Act 2013 (ERRA) was published. The ERRA amends the Companies Act 2006 and introduces the following key changes to the legal framework for directors’ remuneration in quoted...more

Capital Infusion - May 2013: Case Spotlight

by Adam Connatser, Jon Finger, Rani Hauth Guerra, J. Atwood Jeter, David McLean | Patton Boggs LLP on 5/9/2013

Down-Round Equity Financings and Subsequent Exit Transactions - Best Practices for Preferred Investors and their Board Designees - Today’s middle market private equity landscape is as diverse and varied as it has ever...more

Leveraging The Board And CEO Relationship To Improve Compliance

by Michael Volkov on 5/9/2013

In the age of superstar CEOs who command media attention and excessive compensation packages, a company’s performance can often boil down to the relationship between the Board and the CEO....more

QCA Revises Corporate Governance Code for Small and Mid-Size Quoted Companies

by Iain Wright | Morgan Lewis on 5/8/2013

New QCA code highlights the importance of relationships between companies and their shareholders and aims to provide clear, detailed guidance on the characteristics and composition of effective, independent boards....more

Planning For When Things Go Wrong: Are You Ready To Investigate Allegations Of Board Member Misconduct?

by T. Markus Funk | Perkins Coie on 5/6/2013

Let us start our discussion with an area of broad consensus: A company’s board of directors has a duty of care to respond to and investigate allegations of wrongdoing by officers and/or employees of the company. But what...more

No Directors, No Officers, No Employees And No Agents – Now What?

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 5/3/2013

Occasionally, a corporation may find itself with no directors and no management. Yet, the corporation does not cease to exist. One might wonder what use can there be in a corporation deprived of head and limb. In...more

Directors Found To Be In Contempt Ordered To Pay $96,000 In Legal Fees

by Rod Escayola | Heenan Blaikie LLP on 5/2/2013

We previously blogged about the Boily case involving a dispute between some owners and the directors of a Condominium complex in Ottawa. This dispute revolved around the proposed alteration of the condominium’s courtyard. ...more

Forming A Corporation? What Do “Corporate Formalities” Mean and How Difficult Are They To Implement?

by Ian Scott | Scott Legal Services, P.C. on 5/1/2013

When deciding on which business entity to select, a corporation is almost always one of the options considered. The primary reason is a Corporation solves the problem of potentially losing your personal assets by separating...more

Mississippi Court Holds D&O Policy Not Triggered By Real Estate Scheme

by Traub Lieberman Straus & Shrewsberry LLP on 4/26/2013

In its recent decision in State Farm Fire & Cas. Co. v. Anderson, 2013 U.S. Dist. LEXIS 57837 (S.D. Miss. Apr. 23, 2013), the United States District Court for the Southern District of Mississippi had occasion to consider...more

M&A Deal Counsel’s Role In Creating A Winning Written Record For Defending Breach Of Fiduciary Duty Litigation

by Ryan Costa, Pamela Millard, Michael Pittinger, Jacqueline Rogers, Janine Salomone | Potter Anderson & Corroon LLP on 4/22/2013

While M&A transactions give rise to many different types of litigation, including disputes between the merger parties and statutory appraisal actions, the most common type of litigation stemming from public company mergers is...more

One Step Closer to Boardroom Equality in the UK?

by Rachel Ashwood, Matthew Howse, Nick Thomas | Morgan Lewis on 4/15/2013

Reports show that the number of female board members at UK-listed companies continues to grow but that the rate of appointments must increase to meet targets for gender-balanced boardrooms....more

Liability of Directors in Canada – An Excerpt

by Ellyn Law LLP on 4/10/2013

This article is an excerpt of the Canada Chapter of International Liability of Corporate Directors, 2nd edition, published by Juris Publishing in February 2013. This excerpt excludes numerous aspects of the full chapter,...more

New York State Agencies Again Revise Proposed Regulations Limiting Use of State Funds for Administrative Expenses and Executive...

by Edward Kornreich, Andrew Merten, Elizabeth Mills, Michael Sirkin | Proskauer Rose LLP on 4/9/2013

Implementing Executive Order 38 issued by Governor Cuomo early in 2012, thirteen New York State agencies have again released revised proposed regulations placing a limit on the funds that can be used for administrative...more

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