Board of Directors

News & Analysis as of

?Director Term Limits Not Common

On September 28, 2015, the Canadian Securities Administrators (CSA) released a staff notice summarizing the findings from its review of the corporate governance disclosure of non-venture issuers related to policies regarding...more

Charney v. American Apparel, Inc., C.A. No. 11098-CB (Del. Ch. Sept. 11, 2015) (Bouchard, C.)

In this opinion, the Court of Chancery held that Dov Charney (“Charney”), the former CEO of American Apparel, Inc. (the “Company”), was not entitled to advancement of litigation fees and expenses under either the Company’s...more

Proxy Access–Making Sure You are Prepared for the 2016 Proxy Season

As the 2016 proxy season approaches, every public company should consider its position on proxy access and should have a plan for responding to a shareholder proxy access proposal. Based on lessons learned from the 2015...more

A WARNing to Directors and Officers — Failure to give proper WARN Act notice may breach your fiduciary duty

At first glance, Stanziale v. MILK072011, looks like someone suing over a bad expiration date and conjures up images of Ron Burgundy proclaiming “milk was a bad choice.” But in actuality Stanziale is much more interesting: it...more

Wrongful Trading: Robin Hood’s not-so Merry Men

Brooks and another v Armstrong and another [2015] EWHC 2289 (Ch) 0 - In a rare judgment considering wrongful trading in detail, the memorably-named “Robin Hood” case considers at which point the directors ought to have...more

Blog: Boards Still Pale, Stale And Male After All These Years. Could This Be Why?

PWC’s annual survey of almost 800 public company directors reveals that only 39% of directors surveyed viewed board gender diversity as “very important.” Moreover, men and women seem to have distinctly different views about...more

Corwin v. KKR Financial Holdings LLC, No. 629, 2014 (Del. Oct. 2, 2015) (Strine, C.J.)

In this opinion affirming the Court of Chancery’s dismissal of a stockholder challenge to a merger, the Delaware Supreme Court held that the approval of the merger by a fully informed, disinterested stockholder majority...more

The Modern Slavery Act 2015

The UK’s Modern Slavery Act is an effort by the government to end all forms of labour exploitation. The UK’s Modern Slavery Act 2015 aims to prevent all forms of labour exploitation and increase transparency of labour...more

"Key Takeaways: Proxy Access - Latest Developments"

On September 17, 2015, Skadden presented a webinar titled “Proxy Access: Latest Developments.” The panelists were Art Crozier, Chairman of Innisfree M&A Incorporated; Mike Garland, Assistant Comptroller for Corporate...more

CSA Findings from Gender Diversity Disclosure Requirements Review Released

On September 28, 2015, the Canadian Securities Administrators (CSA) released a staff notice summarizing the findings from its review of the corporate governance disclosure of non-venture issuers as it relates to the...more

Financial Services Quarterly Report - Third Quarter 2015: Recent Developments in U.S. “Excessive Fee” Litigation

The U.S. mutual fund industry is poised to see significant developments in the ongoing wave of Section 36(b) “excessive fee” litigation. Days apart in August, the Seventh Circuit Court of Appeals affirmed the grant of summary...more

The 5 Key Ingredients to a Culture of Ethics

Every company wants to create a culture of ethics. If the senior leadership ignores or downplays a culture of ethics, they have narrowed business opportunities for the company, its shareholders, and other stakeholders. A...more

The Small Business, Enterprise and Employment Act 2015

The Small Business, Enterprise and Employment Act 2015 (the ‘Act’) received Royal Assent on 26 March 2015 and its implementation will change a number of aspects of company law over the next 18 months. In June, Reed Smith...more

Court Of Chancery Explains Investment Banker Conflict Leads To Aiding And Abetting Claim

Here the banker failed to make a timely disclosure to its client that it had previously pitched the buyer to make a bid for the client. The Court found that in the context of a motion to dismiss the Board may have breached...more

M&A Update: Fully Informed Vote of Disinterested Stockholders Results in Business Judgment Rule Protection in Post-Closing Review...

In an October 2, 2015 decision, Corwin, et al. v. KKR Financial Holdings LLC., et al., the Delaware Supreme Court clarified that once a merger closes, as long as it has been approved by a fully informed vote of the...more

Perspectives - September/October 2015

In a decision in which no opinion commanded a majority, the Ohio Supreme Court sided with a private entity — a charter school operator — in a dispute over the ownership of personal property purchased by the operator with...more

Blog: Are Companies Now Quicker To Settle With Hedge Fund Activists?

According to data collected by Reuters, companies are settling with hedge fund activists “at the fastest pace since the financial crisis. The average number of days it takes companies to reach a settlement with activists...more

Do Public Pension Funds Breach Their Fiduciary Duties By Pursuing Social Issue Proposals?

Yesterday, UCLA Law School Professor Stephen Bainbridge noted the publication of a recent study that reaches some devastating conclusions for public pension funds.  The study by Professor Tracie Woidtke at the University of...more

Tyranny of the Minority: North Carolina Business Court Explores Potential Fiduciary Duties of Minority Shareholders

The North Carolina Business Court recently issued an opinion considering whether a minority shareholder can ever be considered a “controlling shareholder” who owes a fiduciary duty to other shareholders. The court’s opinion...more

Making Compliance Easier and Smarter Through Technology: Intuitive Interface and Intelligent Data Gathering is Helping WorldRemit...

WorldRemit is an online money transfer service. It’s bringing a strong challenge to other players in this field through easier-to-use services and lower fees. But while it may be an innovative company, it is still challenged...more

5 Success Factors in Cutting-Edge Compliance: Compliance Becomes King When These Elements Are Integrated Into Day-to-Day...

Technology is doing more than bringing compliance fully into the digital age. It’s also initiating a revolution that is putting compliance and ethics at the forefront of how business is run, creating far greater operational...more

A Compilation of Enforcement and Non-Enforcement Actions

Non-Enforcement Cybersecurity Is At the Top of SEC Examination Concerns In a recent SEC “risk alert” for registered broker-dealers and investment advisers, the SEC’s Office of Compliance Inspections and Examinations (OCIE)...more

Construction Briefing - Legal changes affecting construction businesses from 1 October 2015

1 October 2015 ushers in a number of legal changes which affect construction businesses operating in the UK. We have provided brief highlights of some of the changes below. If you need further information, please contact us...more

"Insights Conversations: Update on Shareholder Activism in the US Banking Industry"

Two years ago, the U.S. banking industry was a rare exception to the trend of increased shareholder activism that was prevalent across industries. At the time, Skadden partners Brian Christiansen, David Ingles, Sven Mickisch...more

The Small Business, Enterprise and Employment Act 2015: Restructuring and Insolvency

Following Parliamentary approval in March 2015, this Implementation Timetable sets out the key dates and changes which have been published to date on the insolvency provisions of the Small Business, Enterprise and Employment...more

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