Board of Directors

News & Analysis as of

Health Law Alert: OIG Issues New Practical Guidance for Board Oversight of Compliance Programs

On April 20, 2015, the U.S. Department of Health and Human Services Office of Inspector General (OIG), in conjunction with several healthcare associations, published a useful new compliance document titled “Practical Guidance...more

CalPERS Board Member Contests Attorney General’s Conflicts Position

Last December, I wrote about J.J. Jelincic, a long-term CalPERS employee who was elected for a four-year term to the Board of Administration of the California Public Employees Retirement System (aka CalPERS). Following Mr....more

OIG Issues Compliance Guidelines for Governing Boards

On April 20, 2015, the Office of Inspector General (OIG) of the Department of Health & Human Services issued new compliance guidance for governing boards of hospitals and other health care organizations....more

Office of Inspector General Governance Guidance

On April 20, the Department of Health and Human Services Office of Inspector General (OIG), in conjunction with the Association of Healthcare Internal Auditors, American Healthcare Association and Health Care Compliance...more

HHS OIG Issues Guidance to Healthcare Boards Regarding Oversight

On April 20, 2015, the United States Department of Health and Human Services Office of the Inspector General (OIG) issued guidance aimed at the governing boards of healthcare entities. The guidance—issued in conjunction with...more

Improving Board Performance: Scrap the Old Model

Corporate boards are under intense scrutiny – shareholder organizations are challenging boards in an attempt to improve board performance. Government prosecutors are focusing more on board responsibility for corporate...more

Business Court Denies TRO In The Midst of A Proxy Fight

The Defendant in Allcorn v. Bradley Creek Boatominium, Inc. sought an injunction against the Plaintiffs in the midst of a proxy fight as to their allegedly defamatory statements in connection with the election of the...more

OIG Releases Joint Guidance for Health Care Boards

Yesterday, the Office of Inspector General (“OIG”) published “Practical Guidance for Health Care Governing Boards on Compliance Oversight.” The guide is intended as an educational resource for the boards of healthcare...more

How Many Board Members Are Required To Take Action?

Suppose your corporation has a five member board of directors but two seats are vacant.  Suppose further that your corporate bylaws included the following two provisions: A.  Three members of the board shall...more

Appellate Court Notes

- AC34886 - State v. Bush - AC35418 - State v. LaFleur - AC36275 - North Star Contracting Corp. v. Albright This case dealt with who is the proper party to bring a shareholder derivative action. A...more

Third Circuit Lets Wal-Mart Exclude Firearms Proposal Under the “Ordinary Business Operations” Exception

On April 14, 2015, the U.S. Court of Appeals for the Third Circuit summarily reversed a troubling decision of the Federal District Court in Delaware that required Wal-Mart to include in its 2015 proxy materials a shareholder...more

"Wal-Mart Wins Appeal of Shareholder Proposal Decision"

The U.S. Court of Appeals for the Third Circuit issued a decision on April 14, 2015 that reversed a U.S. District Court opinion and vacated a permanent injunction that would have required Wal-Mart Stores, Inc. to include a...more

Avoiding Personal Liability: A Guide For Directors And Officers

According to the popular media, we are living in an era of corporate crime. Scandals like Enron, HealthSouth and WorldCom stretch so far back they seem like they are not even of this millennium. Among the milestones since...more

Stockholder access to nominate directors gains momentum in 2015 proxy season

Years of regulatory snarls and courtroom battles have left a complex, intertwined state and federal regulatory patchwork for proxy statements that has resulted in split approaches for stockholder proposals on one hand and...more

KPMG Issues 2015 Global Audit Committee Survey

In February, KPMG released its 2015 Global Audit Committee Survey, which reports on audit committee activities based on survey responses from 1,500 audit committee members across 35 countries....more

Be Global - March 2015

Brazil: Limit on Employer Obligation to Deduct Union Dues - The Brazilian Supreme Court has recently enacted Binding Precedent no. 40, which states that union support contributions are only payable by those who are...more

Cybersecurity Breach: Are Board Members at Risk?

It seems a month does not pass in which some sort of breach of confidential data of a business is not announced to the public. With the increase in cybersecurity breaches, so increases board members’ exposure to litigation...more

SEC Charges Directors, Officers and Major Investors for Failing to Update Disclosures Prior to Announcements of Going Private...

On March 13, 2015, the U.S. Securities and Exchange Commission announced settlement proceedings against officers, directors, and major shareholders of several companies that were recently taken private for failing to update...more

Wannabe Derivative Plaintiffs of Delaware Corporations Cannot Skirt Delaware Law By Filing Suit in California

It is well-established that a shareholder-plaintiff may not assert derivative claims against a corporation’s officers or directors unless he or she makes a pre-suit demand on the corporation’s board of directors and alleges...more

Volunteer Directors and Officers Liable to Facility Creditors

The Third Circuit Court of Appeals recently upheld a trial court’s jury verdict finding the individual board members and officers of a non-profit healthcare facility personally liable to the facility’s creditors. The board...more

Sixth Circuit Warns Boards Not to Blow Off Notice of Shareholder Proposals

A recent Sixth Circuit decision indicates that company boards should proceed cautiously in providing notice of shareholder meetings, particularly where a dissident shareholder is expected to offer a resolution. ...more

Three Practical Steps to Oversee Enterprise Risk Management (ERM)

Introduction - Oversight of enterprise risk management, or ERM, continues to challenge boards and occupy a prominent place on the governance agenda. Effective ERM seeks to balance risk and opportunity while enhancing...more

Dead Partner And Disqualification

The Business Court on Wednesday disqualified a law firm from representing its longtime corporate client in a lawsuit against the corporation's former CEO and Chairman of its Board of Directors....more

Delaware Court of Chancery Restricts Board’s Ability to Subject Former Shareholders to New Bylaws

The Delaware Court of Chancery recently held, in a case of first impression, that a non-reciprocal fee-shifting bylaw cannot be applied to a claim brought by a former shareholder who had been cashed out of the company before...more

Compliance Program Effectiveness Requires Accountability

A compliance program requires accountability. You can have ethics and you can have compliance policies, procedures and all the bells and whistles, but someone has to be accountable....more

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