Board of Directors

News & Analysis as of

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

More “Broken Windows”: SEC Charges Schedule 13D Filers with Disclosure Violations for Failing to Update Ownership Reports

When a significant stockholder in a publicly-held company is considering plans to take the company private, how soon must the stockholder disclose those plans in a Schedule 13D filing?...more

CorpCast Episode 2: Advancement 101 [Video]

We’re back with the second episode of CorpCast, Morris James LLP’s podcast discussing Delaware corporate and commercial law and practice. In “Advancement 101,” we discuss the fundamentals of advancement actions in Delaware’s...more

The Latest from Warren Buffett

It’s always refreshing, and a bit entertaining, to read Warren Buffett’s annual letter to Berkshire Hathaway’s shareholders. His willingness to talk candidly about his and the company’s performance over the past year—both...more

Board Reporting: Elevating Your E&C Program & Engaging the Board

In This Presentation: - The Board’s Roles and Compliance Responsibilities - The Board Report & Briefing vs. Training - Important Considerations for your Board Report - Case Study - How Can I Tell if my Board is...more

Commerzbank’s Compliance Catastrophe — Flouting Sanctions and BSA/AML Laws (Part II of III)

Sometimes a picture is very clear but legal words and concepts are proffered in an attempt to disguise and even deceive. As set forth in the factual statements outlined by the government, and agreed to by Commerzbank, it is...more

California court Refuses To Enforce Bylaw Amendment Compelling Arbitration By the Members Of The Corporation

There have been several recent Delaware court decisions and much commentary regarding the enforceability of bylaw provisions that establish rules governing stockholder litigation, including fee-shifting provisions and forum...more

SEC Charges 13D Filers With Failure to Disclose Going Private Plans

It’s well known that Federal securities laws require beneficial owners to promptly file an amendment when there is a material change in the facts previously reported by them on Schedule 13D, commonly referred to as a...more

Chancery Enjoins Board in Potential Stockholder Dilution Scheme

Directors and officers of struggling corporations seeking capital or startups willing to trade equity for cash should read the Delaware Court of Chancery's recent transcript ruling in Elite Horse Investments Ltd. v. T3...more

CorpCast Episode 1: Sections, 204, 205 and In re Numoda [Video]

Morris James LLP’s Corporate and Fiduciary Litigation Group introduces CorpCast, a podcast discussing Delaware corporate and commercial law and practice. In this first episode, we discuss In re Numoda Corporation S’holders...more

Act 31/2004, Amending The Companies Act (“Ley De Sociedades De Capital”) - Improvement of Corporate Governance

Act 31/2014, of 3 December, amending the Capital Companies Act for the improvement of corporate governance, as published in the Official State Gazette (BOE) of 4 December 2014, has introduced significant changes in Spanish...more

When Does a CCO Need to Walk the Dotted Line to the Board?

Johnny Cash was a singer for the ages — little did we know one of his great songs — Walk the Line was meant for Chief Compliance Officers. Every CCO has (or should have) the authority to report directly to the board...more

New Montgomery County, Md., Legislation Further Regulating Community Associations

The Montgomery County Council has focused a lot of attention on the regulation of common ownership communities. Recently approved legislation mandates board member training and certification of payments of common ownership...more

Directors of Nonprofit Held Financially Liable for Relying on Incompetent Officers and Lack of Oversight

In a striking decision earlier this year, the 3rd Circuit Court of Appeals affirmed a jury’s findings of liability for breach of fiduciary duties and ‘deepening insolvency,’ and the award of $2.25 million in compensatory...more

I understand Chair, Chairperson, Chairman and Chairwoman But Not Chairwomen of the Board

In February, I posted this little rumination on the origin of the term “chairman”. Then I came across SB 351 introduced late last month by the California Senate Committee on Banking and Financial Institutions. Currently...more

Bundestag verabschiedet Gesetz zur Frauenquote

Gut 100 deutsche Unternehmen haben ab dem kommenden Jahr bei der Besetzung des Aufsichtsrats eine Frauenanteil von 30 Prozent einzuhalten. Wenn die Posten nicht besetzt werden können, müssen sie nach dem heute verabschiedeten...more

Corporate Board Responsibility for Compliance

You can talk all you want about the importance of “tone-at-the-top.” People use that term all the time and everyone nods their heads in agreement. But what is the “top”? Is it the CEO? Is it senior executives? Is it the...more

Blog: Shareholder Proposal Regarding Audit Committee Composition

As noted in this article from Compliance Week, the Corp Fin staff have refused to issue no-action relief to Citigroup agreeing that it could exclude from its proxy statement a proposal from the prolific John Chevedden...more

ISS Issues FAQs on Proxy Voting Policies Regarding Bylaw and Charter Amendments Adopted Without Shareholder Approval

Existing (ISS) voting policy is to recommend against the election of boards of directors if charter or bylaw amendments were enacted without shareholder approval and in a manner that materially diminishes shareholders’ rights...more

Building a Better Board Report: Essential Strategies for Chief Compliance Officers

Need to better engage your board—and get buy-in for E&C program investments? Fully leveraging your board reporting opportunity is essential. As compliance professionals, most of us are very proud of the...more

Proxy Access Developments: ISS Issues FAQs on Voting Policies and Several Companies Voluntarily Adopt Proxy Access Bylaws

On February 20, (ISS) published long-awaited FAQs clarifying its voting policies on proxy access proposals that would allow investors to include director nominees in the company’s proxy materials....more

SEC Proposes Hedging Policy Disclosure Rule

The SEC has proposed a rule that would require new hedging policy disclosure by companies that are subject to SEC proxy rules. The proposed rule would in most cases expand the hedging policy disclosure currently provided by...more

SEC Proposes Disclosure Rule for Hedging Transactions by Directors, Officers and Employees

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) issued a proposed rule that, if adopted, would require public companies to disclose in annual proxy statements whether their employees and board members...more

Blog: You Say You Want A Dissolution: An Overview Of The Formal Corporate Wind Down

Winding Down. If a corporation’s board of directors decides that the business needs to be wound down, there are a number of legal paths to consider. ...more

660 Results
|
View per page
Page: of 27