News & Analysis as of

Board of Directors

SFC Proposes Rules and Code for Open-Ended Fund Companies

by Dechert LLP on

Recently, the Hong Kong Securities and Futures Commission (SFC) published a consultation paper on the Securities and Futures (Open-ended Fund Companies) Rules (Rules) and Code on Open-ended Fund Companies (Code) which, if...more

Minnesota Supreme Court Articulates Test for Direct Versus Derivative Claims in In re Medtronic, Inc. Shareholder Litigation

by Faegre Baker Daniels on

On August 16, 2017, the Minnesota Supreme Court decided In re Medtronic, Inc. Shareholder Litigation, holding that a shareholder’s claim is properly characterized as a direct claim, not a derivative claim, if the shareholder...more

Career and Leadership Lessons

by Blank Rome LLP on

Working in the technology field for a collective 75+ years has taught us what we believe to be some important career lessons. What follows is a brief description of these lessons and how they have helped us in our...more

Blog: CII Updates Its Best Practices For Proxy Access

by Cooley LLP on

As proxy access bylaws have continued to proliferate—with 60% of the S&P 500 now having adopted some form of proxy access provisions—the Council of Institutional Investors has decided that the time is right to update its 2015...more

Requisitioned meeting breaks deadlock

by Dentons on

A deadlocked board of directors, talk of a “public flogging”, and a court reluctant to intervene. The case of Goldstein v. McGrath is a colourful recent example of a requisitioned public company shareholders’ meeting, with...more

In Case You Missed It: Launch Links - August, 2017

by WilmerHale on

Some interesting links we found across the web this week: Congratulations, Your Startup Is Profitable! Now What? Becoming cashflow positive can be exciting and emboldening....more

Get Your Board On Board

by Michael Volkov on

Sometimes my references to Seinfeld episodes or Curb Your Enthusiasm vignettes do not work or can charitably be characterized as a little off. Nonetheless, I press on....more

Proposed Fed Guidance for Bank Boards of Directors

by Sullivan & Worcester on

Yesterday the Fed published a proposed guidance document for its expectations for board of directors of banks. The release only applies to the boards of banks with over $50 billion in consolidated assets, but the intent of...more

Blog: Asset Managers Support Shareholder Proposals For Board Diversity—Will It Make A Difference?

by Cooley LLP on

There’s been chatter about board gender diversity for a long time and, while there has been some modest progress, we have yet to see any dramatic breakthroughs. Now some of the largest asset managers are not just talking the...more

Fed Seeks Comment on Corporate Governance Proposal for Financial Institutions

In June, Treasury issued a report noting that it believes duties imposed on bank boards are too voluminous, lack appropriate tailoring, and undermine the important distinction between the role of management and that of boards...more

ISS Releases 2018 Policy Survey

As is usual in the doldrums of summer, ISS has released its 2018 policy survey which generally foreshadows changes to ISS’ voting policies. In prior years, not everything on the survey resulted in a new voting policy. ...more

Time to Elevate Insurance Provisions That Allocate Loss: Enhancing Coverage Under Executive Risk Liability Policies

by King & Spalding on

One of the primary functions of an executive risk liability policy, such as a directors and officers (“D&O”) liability policy, is to protect companies from the risk of covering costs incurred in the defense of its corporate...more

Another “Best Practices” May Not Be Best After All

by Allen Matkins on

For years, I’ve been critical of governance experts who promote “best practices” without any basis that these practices are actually effective, much less the best. For example, the Harvard Law School’s Shareholder Rights...more

5 Ways to Fail at Leading a Meeting

The reputation of the president, chairman, or CEO may (unfortunately) depend on his or her ability to run a meeting. Whether the gathering is big or small, scheduled or impromptu, people want the person in charge to preside...more

Court Of Chancery Upholds Duty Of Care and Loyalty Claims

by Morris James LLP on

H&N Management Group Inc. v Couch, C.A. No. 12847-VCMR (Del. Ch. Aug. 1, 2017) - This is a rare case involving apparent lack of care in approving a conflicted transaction and a failure to employ almost any safeguards to...more

Regulators Shine Spotlight on Material Conflict of Interest Transactions

On July 27, 2017, the Canadian Securities Administrators (CSA) published Multilateral Staff Notice 61-302 Staff Review and Commentary on Multilateral Instrument 61-101 Protection of Minority Security Holders in Special...more

insights Newsletter - Summer 2017

Shumaker is pleased to present the Summer 2017 issue of insights. In it we discuss: - Proposition 65 Amendments Require Re-evaluation of Products and Warnings - Privacy Compliance Driven by the European...more

Blog: Framework Developed By The Investor Stewardship Group Establishes Common Set Of Investor Expectations For Corporate...

by Cooley LLP on

The Investor Stewardship Group—a group of the largest, most prominent institutional investors and global asset managers investing, in the aggregate, over $20 trillion in the U.S. equity markets—has developed the Framework for...more

Exercise of share options and board discretion

by Allen & Overy LLP on

There was an implied duty on the directors of a company not to act unreasonably, arbitrarily or capriciously when deciding whether to give their consent to shares being bought under an option agreement. The decision is a good...more

4 Things Most People Get Wrong About Seconds

So, your meeting is rolling along fine. The chairperson begins on time and the preliminaries are dealt with in short order. The first topic on the order of business arrives, and the chairperson recognizes a member who makes a...more

Parliamentary Procedure Quick Guide: How to Make Motions

Let’s start with an “according to Robert’s Rules” definition. A motion is a proposal that an organization, board, or committee take a specific action (according to Robert’s Rules of Order and other parliamentary procedure...more

4 Myths About Robert’s Rules and Quorum – And Why the Truth Matters

Almost everyone can define the basic parliamentary procedure concept of “quorum” – the number of members needed at a meeting to take valid action. Dig a little deeper in Robert’s Rules, though, and you’ll find some common...more

Day 12 of One Month to More Effective Internal Controls-Board Oversight as an Internal Control

by Thomas Fox on

Is a Board of Directors a compliance internal control? I think the clear answer is yes. In the FCPA Guidance, in the Ten Hallmarks of an Effective Compliance Program, there are two specific references to the obligations of a...more

National Association of Corporate Directors Updates Cyber-Risk Oversight Handbook

by Hogan Lovells on

Earlier this year, the National Association of Corporate Directors (NACD) released an updated version of its Director’s Handbook on Cyber-Risk Oversight (Handbook). The updates add 16 pages of content to the previously...more

The Supreme Court of Canada Clarifies the Personal Liability of Directors in Oppression Cases

by Bennett Jones LLP on

In Wilson v. Alharayeri, 2017 SCC 39 [Alharayeri], the Supreme Court of Canada in a unanimous decision provides significant guidance as to when directors ought to be held personally liable for oppressive conduct under the...more

1,632 Results
|
View per page
Page: of 66
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.