Board of Directors

News & Analysis as of

Recent Schedule 14N Filings

GAMCO Asset Management Inc. made the news when it became the first to submit a Schedule 14N announcing a nominee for National Fuel Gas’ board of directors using a proxy access by-law. The nomination was rejected by National...more

Qatar: A Promising Start

Originally published in Islamic Finance News - February 22nd, 2017. The last month presented an opportunity to reflect on the performance of the banking sector in Qatar during the past year, with the majority of the...more

Bass, Berry & Sims Releases Securities & Shareholder Litigation 2017: A Look Ahead

Bass, Berry & Sims PLC announces the release of its annual "Securities & Shareholder Litigation 2017: A Look Ahead," a high-level report that covers recent developments and offers best practices for the year ahead. The newly...more

Shawe v. Elting, No. 423, 2016 (Del. Feb. 13, 2017) (Seitz, J.)

In this split decision, a 4-1 majority of the Delaware Supreme Court affirmed the Court of Chancery’s post-trial decision to appoint a custodian under Delaware’s custodian statute to sell TransPerfect Global, Inc....more

Executive Compensation and Benefits Alert: Nuisance Plaintiffs Pursue Novel Theories to Exact Section 16 Settlements

The so-called “short-swing profit rule” under Securities Exchange Act Section 16(b) generally prohibits officers and directors as well as 10 percent shareholders of a U.S. public company from profiting from any purchase or...more

When Will Shareholders Force Boards to Do Compliance?

Today we honor one of the most iconic moments of World War II (WWII) and one of the most famous photographs of all time, that of the Marines raising the US flag on Mount Suribachi on the island of Iwo Jima. Marine...more

Day 17 of One Month to a Better Board-Incorporating Compliance into Long-Term Corporate Strategy [Video]

In this final five days of my One Month to a Better Board series, I will look at inquiries and questions a Board can take to help the organization actually do compliance going forward. I begin with an exploration of how can a...more

Defining the Role of a Board Chair

The prior Family Business Advocates blog post provided an overview of the different legal roles that shareholders, directors, and officers play in the intersection of ownership and management of a company, but how does a...more

Board of Advisors

Tom Burke (Chief Financial Officer of Hydra Biosciences), Joshua Fox (Partner at WilmerHale), Mike Massaro (Chief Executive Officer of Flywire) and Sameer Sabir (Chief Financial Officer of SevenOaks Biosystems) spoke at...more

IRRC Institute and ISS Issue Joint Study on Board Refreshment Trends

The Investor Responsibility Research Center (IRRC) Institute and Institutional Shareholders Services (ISS) recently issued a joint study titled “Board Refreshment Trends at S&P 1500 Firms,” which analyzes demographic trends...more

Court Of Chancery Explains When To Appoint Corporate Custodian

On the same day the Delaware Supreme Court affirmed the widely-reported TransPerfect decision, which ordered the sale of a successful company by custodian under Section 226 of the DGCL in order to break deadlock, the Court of...more

Beware the Deadlock: Delaware Courts Step in on Corporate Dysfunction

The board of directors controls a corporation, but individual directors don’t always agree on the future direction of the company. Sometimes, boards can split into factions. A company’s CEO may align himself with one side and...more

Day 13 of One Month to a Better Board-Board Failures in Compliance [Video]

The failure of a Board of Directors to engage in its duties and obligations around the compliance function can be devastating. Today I consider cases where Boards failed in those duties. ...more

Day 12 of One Month to a Better Board-What Leads to a Successful Board Investigation [Video]

What are metrics for a Board around compliance? Former Assistant Attorney General Leslie Caldwell laid out some that the Justice Department would consider in a review of compliance programs. These metrics are: ¥ Does the...more

Stockholder Merger Vote Sets High Bar for Post-Closing Claims

The Delaware Supreme Court's decision in Corwin v. KKR Financial Holdings , 125 A.3d 304 (Del. 2015), reaffirmed the power of fully-informed, uncoerced, disinterested stockholder approval to immunize M&A transactions against...more

Independent Directors

Tom Burke (Chief Financial Officer of Hydra Biosciences), Joshua Fox (Partner at WilmerHale), Mike Massaro (Chief Executive Officer of Flywire) and Sameer Sabir (Chief Financial Officer of SevenOaks Biosystems) spoke at...more

Board Governance and Risk Oversight

One of the ongoing questions from members of Board of Directors is how to resolve the tension between oversight and managing. I recently had the opportunity to visit with Joe Howell, the Executive Vice President (EVP) of...more

Delaware Supreme Court Affirms The TransPerfect Decision

The Supreme Court has affirmed the Court of Chancery decision that Section 226 of the DGCL permits the Court to appoint a custodian to sell a Delaware corporation when the board of directors and stockholders are deadlocked...more

Day 11 of One Month to a Better Board-What Leads to a Successful Board Investigation [Video]

What are seven factors which can lead to a successful investigation commissioned and led by a Board of Directors. In this episode, I discuss an article in the Corporate Board magazine, entitled “Successful Board...more

Pending Senate Bill Would Restructure CFPB Leadership

On January 11, 2017, a trio of Republican Senators introduced a bill that would change the leadership structure of the Consumer Financial Protection Bureau (“CFPB”) from a single director to a five-member bipartisan “Board of...more

Compliance Officer and Legal Counsel Relationships

I am often asked my opinion whether a general counsel can also serve in the role of compliance officer. At first blush, it seems the general counsel would be a perfect fit for the role because of general knowledge of...more

Court Affirmed Dismissal Of Breach Of Fiduciary Duty Claims Against Condo Board Members

In Brown v. Hensley, a condominium complex was damaged by a hurricane, and the board of the complex allowed the complex to be demolished. No. 14-14-00981-CV, 2017 Tex. App. LEXIS 727 (Tex. App.—Houston [14th Dist.] January...more

The Different Roles of Shareholders, Directors and Officers in Family-Owned Businesses

Many family-owned businesses are organized as corporations to protect the owners from personal liability for business obligations. One consequence of organizing as a corporation is the legal separation of ownership and...more

Selecting and Managing a Board

Tom Burke (Chief Financial Officer of Hydra Biosciences), Joshua Fox (Partner at WilmerHale), Mike Massaro (Chief Executive Officer of Flywire) and Sameer Sabir (Chief Financial Officer of SevenOaks Biosystems) spoke at...more

Chancery Court Decision, Invalidating Supermajority Director Removal Bylaw, Has Broad Implications for Supermajority Bylaw...

In Frechter v. Zier, C.A. No. 12038-VCG (Del. Ch. Jan. 24, 2017), the Delaware Court of Chancery held that a corporation’s bylaw, requiring a supermajority stockholder vote for the removal of directors, was invalid. ...more

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