News & Analysis as of

Board of Directors

Key Texas M&A Issues (Presentation)

by Jackson Walker on

Agenda - Letters of Intent - Best Efforts - Indemnification - Sandbagging - Non-Reliance - Fiduciary Duties - Letters of Intent: • Buyer may seek letter of intent that is generally not binding on either party...more

4 Signs of a Poor Relationship Between a CCO and the Board

by Michael Volkov on

Chief compliance officers have to devote more time to establish and maintain a positive relationship with the corporate board or audit/compliance committee. CCOs have a lot of responsibilities and feel a lot of pressure to...more

Directors’ liability D&O: Entering uncharted territory

by Allen & Overy LLP on

Welcome to this the fifth edition in our series of surveys on directors’ liabilities, brought to you by the international law firm Allen & Overy LLP and the global advisory broking and solutions company Willis Towers Watson....more

Alert: Legislature Enacts Changes to Business Corporations Law

by Pullman & Comley, LLC on

Just before the end of its Spring 2017 term, the Connecticut General Assembly passed HB7311. After the Governor signed HB7311, it became Public Act 17-108 (“P.A. 17-108” or the “Act”). Among other things, P.A. 17-108 enacted...more

Amendments to Connecticut Business Corporation Act Effective October 1, 2017

by Murtha Cullina on

Public Act No. 17-108, titled An Act Concerning Limited Liability Companies and Business Corporations (the "Act"), has amended the Connecticut Business Corporation Act ("CBCA"). Effective October 1, 2017, the Act amends the...more

Nevada Favors New York Over Delaware Precedent For SLC Review

by Allen Matkins on

Nevada law endows a board of directors “full control over the affairs of the corporation”. NRS 78.120(1). This control is subject only to such limitations as may be provided by NRS chapter 7, or the articles of...more

Go West? What the NYSE Has to Offer for Gulf IPOs

by Bracewell LLP on

Saudi Aramco’s planned IPO has put the region’s companies in sharp focus for global investors. As GCC nations continue to experience shifts in economic activity, including less government spending, more companies (both state...more

Proposed UK Corporate Governance Reforms Target Executive Pay Justification, Employee Engagement

by Jones Day on

The Situation: The UK government has proposed several corporate governance reforms in an effort to improve transparency and accountability in private and public employers....more

Blog: Studies Show Hedge Fund Activists Have Adverse Impact On Board Diversity And Target More Firms With Women CEOs

by Cooley LLP on

While more and more institutional holders and asset managers are noisily promoting board diversity among their portfolio companies—including, most recently, the NYC Comptroller and the NYC pension funds—hedge fund activists...more

Safe harbour and ipso facto reforms pass through the Senate

by DLA Piper on

Another step has been taken towards the introduction of a safe harbour for directors of insolvent companies and limited stay on the operation of ipso facto clauses. Late on Monday evening, after some debate, the Senate passed...more

NYC Comptroller Launches “Boardroom Accountability Project 2.0”: Pushing for More Diversity, Independence and Climate Expertise

by Locke Lord LLP on

On September 8, 2017, New York City Comptroller Scott M. Stringer and the New York City Pension Funds announced the launch of the “Boardroom Accountability Project 2.0.” The goal of Project 2.0 is to make the boards of 151...more

Blog: Will Board Diversity Be The New Proxy Access?

by Cooley LLP on

In 2014, NYC Comptroller Scott Stringer, who oversees the NYC pension funds, submitted proxy access proposals to 75 companies—and ignited the push for proxy access at public companies across the U.S. The form of proxy access...more

In Case You Missed It - Interesting Items for Corporate Counsel - August 2017

by Stoel Rives LLP on

A review of 2017 proxy season activity, including the trend toward adoptions of proxy access bylaws, is here. A suggestion that the big news of the 2017 proxy season was climate change proposals and the shift in Blackrock,...more

UK Corporate Governance Reform - More Regulation, But Not as Bad as Feared!

by Seyfarth Shaw LLP on

Last week the UK Government published its formal response paper on UK corporate governance reform, describing the proposals as "world-leading." The proposals follow an earlier green paper published by the Government in...more

New York City Comptroller Launches Campaign for Corporate Board Diversity, Independence, and Climate Expertise

New York City Comptroller Scott M. Stringer and the New York City Pension Funds launched the “Boardroom Accountability Project 2.0.” The campaign seeks to make corporate boards more diverse, independent, and...more

Demand Futility Isn't Dead For Derivative Actions Against Non-Profit Corporations

by Brooks Pierce on

You probably thought that you would never again have to argue that a demand on a corporation's board of directors before filing a derivative action should be excused because it would have been futile. That's because the...more

Across the Board-Episode 6, will your assets be stranded?

by Thomas Fox on

In this episode, I visit with Rakhi Kumar, the Managing Director, Head of ESG Investing and Asset Stewardship for State Street Global Advisors (SSGA) on the firm’s recent white paper entitled, “SSGA’s Perspective On Effective...more

Quick Fix: How to Get Rid of Time-Wasting Committee Reports

You know the drill….the meeting that drags on forever because of unnecessary committee reports. There is good news straight from the parliamentary procedure powers that be: You do not have to include “Time-Wasting Committee...more

Federal Reserve Board Announces Proposed Changes to Bank Board Expectations

by Dechert LLP on

The Board of Governors of the Federal Reserve (FRB) on August 3, 2017 issued a notice inviting comment regarding Proposed Guidance on Supervisory Expectations for Boards of Directors (Proposal). The Proposal applies to boards...more

Shareholder Activism Dealt a Blow in Australia's Federal Court

by Jones Day on

The Background: In RBC Investor Services Australia Nominees Pty Limited v Brickworks Limited [2017] FCA 756 (10 July 2017) ("Brickworks case"), a large institutional investor sought to dismantle a cross shareholding...more

UK Corporate Governance Reform – the Government’s Final Proposals

by Shearman & Sterling LLP on

On 29 August 2017, the UK Government published its response to the green paper on corporate governance reform that it issued at the end of November 2016. It intends to implement its reform proposals — so that they apply to...more

The Sanity of Bank Directors

by Bryan Cave on

On today's podcast, hosts Jonathan Hightower and Rob Klingler discuss the kickoff to the college football season and delve further into Jonathan's article on BankBryanCave.com this week responding to a WSJ Op-Ed by fellow...more

Regulators Tackle Board Effectiveness and Overdrafts

by Bryan Cave on

Host Jonathan Hightower is joined by Ken Achenbach to discuss this week's proposed guidance from the Federal Reserve on the effectiveness of bank boards. In addition, at the outset of the episode Jonathan and Ken reviewed...more

Dealing with an Unsolicited Offer - The Bank Account

by Bryan Cave on

On today's episode Jonathan Hightower and Rob Klingler discuss how to handle unsolicited offers for your bank....more

Indemnities and insurance for directors and employees

by DLA Piper on

Company directors and employees must be aware of their rights and the requirements that relate to companies indemnifying, and providing insurance for their actions as directors or employees. Simple misunderstandings of the...more

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