News & Analysis as of

Board of Directors

Canadian shareholders engage with U.S.-style proxy access: A Brave New World, or Much Ado About Nothing?

by DLA Piper on

Shareholders of the Toronto-Dominion Bank (“TD Bank”) and the Royal Bank of Canada (“RBC”) voted in the last few weeks on shareholder proposals made to confer additional proxy access rights to shareholders in the nomination...more

Suggested Questions for the Compliance Officer

by Ruder Ware on

In a previous blog post, I promised to release a list of questions a Board of Directors (Board) might ask its compliance officer. This post is intended to fulfill that promise. My intent is to help Board members exercise...more

Exercising Board Oversight of the Compliance Function

by Ruder Ware on

The Board of Directors (Board) of an organization has oversight responsibilities over the compliance program. Board members are often unsure of the nature and scope of their responsibilities over compliance. The roll of many...more

Banks’ Boards of Directors Face New Cybersecurity Challenges

by BakerHostetler on

Banks’ boards of directors must, among other things, understand the risks associated with existing and planned IT operations, monitor risk management, and work with senior bank managers on strategic technology planning. See...more

Failure To Return Shares Subject To Repurchase Right Supports Conversion Claim

by Allen Matkins on

Closely held issuers often include a repurchase right in their equity award agreements. I expect that in most cases, shareholders will comply with these provisions. When a shareholder doesn’t, the company’s most obvious...more

"Cybersecurity Trends for Boards of Directors"

Cybersecurity has in recent years become an integral component of a board’s role in risk oversight, but directors often find themselves in unfamiliar territory when it comes to formulating policies and oversight processes...more

How to Assemble a Board of Directors for a Startup

by JD Supra Perspectives on

A successful startup will likely see the structure and composition of its board of directors change significantly over time....more

What Startup Founders Should Consider When Choosing a Board of Directors

by JD Supra Perspectives on

The board of directors has tremendous significance to a startup company....more

Bond Issues

by White & Case LLP on

France’s draft Ordinance and Decree of 30 January 2017 for improving the development of French law-governed bond issues The capital markets’ share of corporate financing, and of the economy in general, is growing year on...more

Court Of Chancery Denies Corwin Defense

by Morris James LLP on

This is a significant decision because it is the first to find that a stockholder vote did not invoke business judgment review under Corwin because the vote was coerced and not fully informed. Under Corwin, a transaction...more

Cybersecurity Remains a Hot Topic for Boards in 2017

by Snell & Wilmer on

Each year, a number of surveys and commentators describe and predict the trending topics of interest and importance to boards of directors in the for-profit and non-profit sectors. As we wrap up the first quarter of 2017, it...more

New Guidance Offers Deep Dive Into Compliance Issues

Following up on DOJ’s recent memo on “Evaluation of Corporate Compliance Programs,” the Office of Inspector General at the U.S. Department of Health and Human Services released its own compliance program evaluation memo last...more

Compliance Budgeting – Put Your Money Where Your Mouth is

by Ruder Ware on

You have adopted your basic compliance policies and procedures, established a reporting system and visibly rolled out your new compliance program. Your board of directors has passed a resolution decisively stating its...more

Top Board Concerns Heading into 2017 Remain a Hot Topic

by Snell & Wilmer on

Each year, a number of surveys and commentators describe and predict the trending topics of interest and importance to boards of directors in the for-profit and non-profit sectors. As we wrap up the first quarter of 2017, it...more

The Manager-in-Charge Regime: Ruffling feathers in the year of the Rooster?

by Allen & Overy LLP on

On 16 December 2016, the Securities and Futures Commission (SFC) announced the introduction of a Manager-in- Charge initiative (MIC Regime) aimed at increasing the accountability of the senior management of Hong Kong licensed...more

Blog: Do Board Self-Evaluations Help Produce A High-Functioning Board?

by Cooley LLP on

In this paper from the Rock Center for Corporate Governance at Stanford University, Board Evaluations and Boardroom Dynamics, the authors suggest that board self-evaluations aren’t all they’re cracked up to be. While, based...more

Corporate Governance Features: for Silicon Valley and San Francisco Bay Area Public Companies

Orrick has unveiled an unprecedented new study examining the corporate governance structures of the largest public companies in the Bay Area, including tech industry leaders. The comprehensive study reviewed the 153...more

Financial Adviser Update Regarding Disclosure of Fees

by McGuireWoods LLP on

A recent Delaware Court of Chancery case, Vento v. Curry, highlights Delaware courts’ treatment of financial adviser relationships, how these relationships intersect with directors’ fiduciary duties, and the importance of...more

Financial Services Quarterly Report - First Quarter 2017: Hong Kong’s New Requirements for “Senior Management” of Fund Managers...

by Dechert LLP on

The Securities and Futures Commission of Hong Kong (SFC) recently introduced the “Senior Management Accountability Regime” (regime), in an effort to make senior managers (particularly those who are not already designated as...more

Defining the Duty of the Board of Directors over Compliance Functions

by Ruder Ware on

I recently posted a blog article about a document released by the Department of Justice entitled “Evaluation of Compliance Programs.” As the title of the document might suggest, the DOJ release covers a variety of issues it...more

Nevada Legislature Ponders Rejection Of Unocal And Revlon Standards

by Allen Matkins on

Thirty years ago, the Delaware Supreme Court issued two seminal opinions concerning how courts ought to review director decisionmaking in merger and acquisition transactions. In the first case, Unocal Corporation v. Mesa...more

"Key Takeaways: Lessons Learned From Tax-Related Whistleblower Litigation and Shareholder Actions"

On March 8, 2017, Skadden hosted a webinar titled “Lessons Learned From Tax-Related Whistleblower Litigation and Shareholder Actions.” The Skadden panelists were tax partners Nathaniel Carden and Armando Gomez, and litigation...more

Boardroom Perspectives: How Directors Can Use Sustainability to Drive Value

by Latham & Watkins LLP on

Boards frequently encounter sustainability and other environmental, social and governance (ESG) issues in the oversight of a company’s operations, management, financial reporting and public disclosure. Investors increasingly...more

Brooklyn Supreme Court Recognizes Private Right of Action for Not-for-Profit Employees under New York Nonprofit Revitalization Act...

Not-for-Profit Corporation Law (“NPCL”) § 715-b, enacted as part of the New York Nonprofit Revitalization Act, requires New York not-for-profit corporations with 20 or more employees and annual revenue in excess of $1 million...more

1,522 Results
|
View per page
Page: of 61
Cybersecurity

"My best business intelligence,
in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign up using*

Already signed up? Log in here

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.
Feedback? Tell us what you think of the new jdsupra.com!