News & Analysis as of

Board of Directors

Red Light for New Activist Strategy

by Jones Day on

Earlier this month, General Motors ("GM") won a decisive victory in a proxy contest waged by Greenlight Capital, the activist fund headed by David Einhorn. Greenlight claimed that GM's shares, which were trading at a price...more

Delaware Court Of Chancery Identifies Fiduciary Duty Constraints On Preferred Equity

by Cole Schotz on

A recent decision of the Delaware Court of Chancery (the “Court”) places certain fiduciary constraints on a company’s ability to satisfy its obligations to its preferred equity holders. While investors often seek to acquire...more

Crossing the line? Obtaining Building Permits for Decks in CIC’s

by Hellmuth & Johnson PLLC on

As summer gets into full swing, Minnesotans spend more time outdoors, and some community association members make plans to build or replace decks attached to their homes. In many cases, such decks extend beyond the unit...more

Delaware Chancery Court Dismisses Caremark Claim For Failure To Adequately Allege That The Board Consciously Disregarded FCPA...

by Shearman & Sterling LLP on

On June 16, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery dismissed breach of fiduciary duty and other claims brought derivatively against the directors and former chief financial officer of...more

Proxy Access: Highlights of the 2017 Proxy Season

As we approach the end of the 2017 proxy season, the third since the New York City comptroller launched the Boardroom Accountability Project to enact proxy access across the U.S. market, proxy access has begun to transition...more

What Are The Reporting Obligations Under Section 16?

by Sullivan & Worcester on

Most in-house counsel of public companies are very familiar with the reporting obligations required by the trifecta – Form 8-Ks, Form 10-Qs and Form 10-Ks – but they oftentimes rely on outside counsel to help determine...more

The Uber Board Report – Part I

by Thomas Fox on

On Tuesday, the law firm of Covington & Burling LLP (Covington), released its long-awaited report (Report) to the Special Committee of the Board of Directors of Uber Technologies, Inc. (Uber). It is truly one of the most...more

Blog: Will Dual-Class Structures Torpedo The Business Judgment Rule?

by Cooley LLP on

While there has certainly been a lot of debate about the merits and demerits of dual-class stock, one interesting angle was raised by Charles Elson, director of the University of Delaware’s John L. Weinberg Center for...more

Compliance Into the Weeds-Episode 42, the Uber Edition

by Thomas Fox on

In this episode, Matt Kelly and I take a deep dive into the corporate governance fiasco which is Uber. We consider the revelations in the failures of corporate governance, culture and internal controls at the organization....more

Is It A Breach Of Fiduciary Duty To Fail Or Refuse To Conform To Delaware’s Judicial Decisions Or Practices?

by Allen Matkins on

The answer to this question in Nevada may soon be an unequivocal “no”. Last week, the Nevada Legislature unanimously passed SB 203 and sent it to Governor Brian Sandoval for signature. Among other things, Section 2 of SB...more

Trump Administration Plan for Financial Regulation Includes Reducing Regulatory Compliance Activities for Bank Boards

The U.S. Department of the Treasury yesterday issued its first in a series of reports to President Donald J. Trump examining the United States’ financial regulatory system. Appendix B to the report includes 16 pages of...more

Inside the Courts – An Update From Skadden Securities - June 2017

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February 2017 and April 2017. The cases address developing trends in class actions, ERISA, fiduciary duties,...more

Court of Chancery Dismisses Post-Closing Challenge to Merger Transaction

by Morris James LLP on

Stockholders who believe that a board breached its fiduciary duties in connection with information provided to stockholders asked to vote for a merger transaction can either seek to enjoin the transaction or seek damages...more

Court Of Chancery Explains Corwin Limits

by Morris James LLP on

This is an important decision if only because it explains a further limitation on the Corwin rule that an informed uncoerced stockholder vote insulates a corporate transaction from attack. First, the decision explains when a...more

Everything Compliance-Episode 12

by Thomas Fox on

Show Notes for Episode 12, the Summer Haze Edition The dog days of summer are on the horizon and the Houston Astros lead the major leagues in winning percentage. Coincidence that the US pulls out of the Paris Climate Accords...more

Day 7 of One Month to Better Investigations and Report-How Investigations Inform Remediation

by Thomas Fox on

There is nothing like an internal whistleblower report about a FCPA violation, the finding of such an issue or (even worse) a subpoena from the DOJ to trigger the Board of Directors and senior management attention to the...more

New Requirements Under MCIOA: Preventative Maintenance Plans and Construction Defect Claims

by Hellmuth & Johnson PLLC on

Important changes to Minnesota law were recently made that will affect real estate developers, builders, associations and unit owners. Minnesota Statutes Chapter 515B, the Minnesota Common Interest Ownership Act (“MCIOA”),...more

Day 5 of One Month to Better Investigations and Reporting-the Board’s Investigation Protocol

by Thomas Fox on

Many companies have an investigation protocol in place when a potential Foreign Corruption Practices Act (FCPA) or other legal issue arises? However, many Boards of Directors do not have the same rigor when it comes to an...more

A questioning mind standards for negligence and recklessness in Greencool

by Hogan Lovells on

The Market Misconduct Tribunal (MMT) recently disagreed with the Securities and Futures Commission, holding that an executive director and a number of non-executive directors did not commit the market misconduct of...more

Delaware Law Updates – Delaware Court Of Chancery Provides Clarity On The “Quasi-Appraisal” Remedy And Post-Closing Claims

by McCarter & English, LLP on

On May 11, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery dismissed with prejudice a putative class action brought by stockholders of networking solutions in In re Cyan, Inc. Stockholders Litigation.[1]...more

FCPA Compliance Report-Episode 330 Robin Bew and Henry Stoever of the NACD

by Thomas Fox on

In this episode, I visit with Robyn Bew, the Director of Strategic Content Development for the National Association of Corporate Directors (NACD) and Henry Stoever, the Chief Marketing Officer for the NACD. They discuss what...more

French Government Passes Ordinance to Promote Bond Financings

by Jones Day on

On May 10, 2017, an ordinance was adopted by the French government ("Ordinance") in order to promote the use of bonds governed by French law as a financing instrument. The Ordinance seeks to modernize the French legal...more

This Week in FCPA-Episode 55, the Covfefe Edition

by Thomas Fox on

This week, Jay and I have a wide-ranging discussion on some of the week’s top compliance related stories. We discuss: 1. Brazilian meatpacker JBS agrees to the largest fine ever for fine for bribery and corruption, $3.2bn...more

The 2017 Fla. Legislature Returns To CondoLand

Once again, after a one-year hiatus, the Florida Legislature has produced several condominium bills. Typically, the Legislature passes a single condominium bill into which other approved bills have been...more

Blakes Board Report: Opportunities for Women General Counsel

2016 S&P/TSX Composite Board Study - In late 2016, Blake Cassels & Graydon LLP (Blakes) initiated a novel study to examine the involvement of general counsel and lawyers on the board of directors of Canadian publicly...more

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