Board of Directors

News & Analysis as of

Goldman Sachs May Still Be Liable After Board's Fiduciary Duty Breach Exculpated

Section 102(b)(7) of the Delaware General Corporation Law permits a provision in a company's certificate of incorporation that exculpates directors from monetary liability for breaches of the fiduciary duty of care. By...more

ISS and Glass Lewis Update Policies for 2016 Proxy Season

Institutional Shareholder Services (ISS) and Glass Lewis have released updates to their proxy voting policies that will apply to shareholder meetings held on or after February 1, 2016. The ISS policy updates can be found here...more

Be Alert Asia Pacific: Employment Law Newsletter - Shanghai Court Upholds Reinstatement Claim by Senior Manager Despite Removal by...

In September 2015, the Second Intermediate People's Court of Shanghai made a decision to uphold a former senior manager's claim for reinstatement, which has drawn a lot of attention. It is widely believed, at least in...more

New Bank Examination Procedures for Cybersecurity

There is no more pressing problem facing business organizations today, of all types, than cybersecurity threats. For a highly regulated industry like banking, regulators are watching closely to see how the IT governance...more

UK Executives Acquitted of Charges in Respect of Alleged Redundancy Consultation Breaches

As reported in a previous Onpoint three former directors of the collapsed parcel delivery firm City Link have been prosecuted relating to their failure to notify the Secretary of State of the redundancies which resulted from...more

"Glass Lewis Issues 2016 US Proxy Policy Guidelines"

Proxy advisory firm Glass Lewis recently issued its U.S. voting policy guidelines for the 2016 proxy season. The guidelines include a few key changes, a summary of which is outlined below. Conflicting Shareholder...more

ISS Issues 2016 Policy Updates

ISS has issued the following policy updates for 2016. Overboarding - Current ISS policy considers a director “overboarded” if he or she sits on more than six public company boards – or if he or she is also a CEO,...more

Cybersecurity & Nonprofits: A Matter of Time?

The ever increasing cyber-attacks and data breaches targeting the private sector and government agencies, and the increased focus on cybersecurity plans and preparedness, may seem like remote risks for nonprofit...more

Pitfalls of Delaware Corporate Law

In order to create the invaluable certainty that Delaware corporate law provides to boards of directors and stockholders with respect to corporate governance and capital structure, the General Corporation Law of the State of...more

ICI Survey: Mutual Fund Independent Directors Are Getting Older and Wiser

Mutual fund directors are getting older and wiser as they oversee a growing amount of assets and number of funds, according to a governance study published by the Investment Company Institute on October 27, 2015....more

Deaf Ears: The Surprising Truth About Employee Whistleblowers

In some ways, whistleblowers represent the ultimate fear within a company: an employee goes to a watchdog to report something unethical, illegal, or otherwise improper, and a legal and organizational battle begins that sucks...more

Benchmark surveys: GCs, Executives Not Prepared to Defend Against Cyberbreaches - Key Protective Steps

Although cybersecurity has become a more prominent issue for executives and boards of directors, three recent benchmark surveys - the BDO Board Survey, the 2015 Consero Group’s General Counsel Data Survey, and the 2015 US...more

Reading Minds: 5 Ways to Understand a Board of Directors, from the Inside-Out

Compliance managers and leaders offer a common compliant in our roundtables: “no one really listens to us”. It would seem this isn’t imagined. Steven Cohen, Assistant Director of the SEC, said recently, “We are very mindful...more

Society Warns ISS That Overboarding Policy Change Will Hurt Women And Minority Directors

Recently, I criticized ISS’ proposed changes to its policy on “overboarding”. Therefore, I was pleased to see that I wasn’t a lone voice crying in the wilderness. The Society of Corporate Secretaries and Governance...more

The California Political Contribution Case That 19 Law Professors Missed

Earlier this week, I wrote about an amicus curiae brief submitted by 19 law school professors Friedrichs v. Cal. Teachers Ass’n, a case now pending before the United States Supreme Court. In particular, I questioned whether...more


Orienting your Professional Governance Board to Success - Practice makes perfect. Or so we were told throughout our childhood by parents, teachers and coaches. The lesson imparted was a simple, but valuable one. That...more

The California CDI’s Insurance Diversity Initiative

On November 4, 2015, the California Department of Insurance (CDI) hosted its 4th Annual Insurance Diversity Summit, and issued the results of its second Insurer Supplier Diversity Survey. These are significant outputs of...more

Securities and Corporate Governance Litigation Quarterly

Welcome to the fifth issue of Securities and Corporate Governance Litigation Quarterly, Seyfarth’s quarterly publication of the Securities & Financial Litigation Group focusing on decisions or other items of interest for...more

Caspian Select Credit Master Fund Ltd. v. Gohl, C.A. No. 10244-VCN (Del. Ch. Sept. 28, 2015) (Noble, V.C.)

In this memorandum opinion, the Court of Chancery granted in part and denied in part a motion to dismiss direct and derivative claims against the company’s board and controlling stockholders for breaches of fiduciary duty...more

Gorman v. Salamone: Updating Delaware Law on the Removal of Officers by Stockholders

The power to remove officers is usually reserved for a Delaware corporation’s board of directors. Express language in a certificate of incorporation can reserve this power for stockholders, and until recently, Delaware courts...more

PRA speaks on governance and the role of boards

Andrew Bailey, deputy governor of PRA, spoke on governance and the role of boards. He considered the role of boards in the broader setting of firms’ executive senior management, boards with non-executive directors (NEDs) in...more

"Corporate Finance Alert: SEC Finalizes Crowdfunding Rules, Proposes to Expand Intrastate Offering and Rule 504 Exemptions"

The U.S. Securities and Exchange Commission (SEC) recently took several important steps to facilitate smaller securities offerings. First, it adopted final rules for the new Securities Act exemption for securities-based...more

Improving the Gender Balance on British Boards

Lord Davies of Abersoch published on 29 October 2015, a five year review of his 2011 report aimed at improving the gender balance at the top of British business. There has been a significant improvement in the...more

Good-Bye to Fred Thompson – What’s Your Compliance Plan?

Fred Thompson died this week. He had a long and distinguished government career including working in the Senate Watergate Committee as a staffer. Thompson was credited for coming with the signature question from the Watergate...more

Blog: Paper Debunks Seven Board Myths

In “Seven Myths of Boards of Directors,” two academics from Stanford Business School set about debunking some of the most common and persistent expectations regard best practices in board structure, composition and procedure....more

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