Board of Directors

News & Analysis as of

Court of Chancery Explains Bad Faith Test

This decision deals with when the actions of directors may be considered to be in bad faith, at least when there is no self-interest involved and the directors are properly informed before taking the time to decide what to...more

Laurie & Monica Out-Action Jack…and Other Fiduciary Duties (Silicon Valley – Episode 22)

Episode 22 provides a decisive and satisfying showdown between Jack’s Box plan and Richard’s consumer platform option. Richard’s not-so-secret skunkworks project is dead, and the team sets to work on the Box believing that...more

Insights: The Delaware Edition - May 2016

This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including the Court of Chancery’s clarification of its evolving views about disclosure-based deal litigation settlements;...more

Cybersecurity, Boards and Cyber-Board “Experts”: Caution Should Rule

A continuing frequent question from public companies is how a board should be constituted to oversee cybersecurity. Many public companies foist this additional burden on the audit committee. Those large enough to have a...more

"Delaware Supreme Court Provides Guidance on Aiding-and-Abetting Liability for Financial Advisors"

On November 30, 2015, the Delaware Supreme Court issued a much-anticipated opinion in RBC Capital Markets, LLC v. Jervis, No. 140, 2015, 129 A.3d 816 (Del. 2015). The Supreme Court unanimously affirmed the Court of Chancery’s...more

Does A Dissolved Corporation Have Officers And Directors?

It might be reasonable to assume that a dissolved corporation no longer has any officer and directors. However, the California General Corporation Law seems to assume that dissolved corporations continue to have directors...more

Portfolio Company Litigation: Some Practical Considerations for Board-Designees of Private Funds

Individuals affiliated with private fund managers are increasingly being named as defendants in lawsuits involving fund portfolio companies, particularly where the fund controls one or more seats on the portfolio company’s...more

Delaware Supreme Court Confirms Business Judgment Standard For Fully Informed, Uncoerced Stockholder Vote

On May 6, 2016, in Singh v. Attenborough, No. 645, the Delaware Supreme Court strengthened the defenses available to directors by clarifying a roadmap for effectively dismissing post-closing claims for breach of fiduciary...more

Bill H.R. 4718: Momentum forward?

In recent months, the call for regulatory intervention to promote gender diversity on U .S . boards of directors has gotten louder and become more urgent . The U .S . Government Accountability Office (GAO) published a report...more

Teaching the Board How to Oversee and Monitor the Compliance Function

I have never let my schooling interfere with my education – Mark Twain (unverified). Everything has its limit–iron ore cannot be educated into gold. – Mark Twain (verified) Board members believe they know what they...more

Finding The Perfect Derivatives Risk Manager

The Securities and Exchange Commission proposed in December a rule addressing the use of derivatives by registered investment companies. As part of the proposal, boards overseeing funds that invest in more than a limited...more

Privacy Tip #34 – Get women on your board—they are more attuned to risks facing the organization

As a member of Women in the Boardroom, I am a big supporter of adding more diversity, including women, to corporate boards. Now I have a new reason. According to the 2016 Global Board of Directors report, a collaboration...more

Iowa Supreme Court: So-Called “Shuttle Diplomacy” May Violate Open Meeting Law

This is the first part in a three part series exploring important changes to Iowa’s open meeting law. Iowa’s open meeting law seeks to ensure that the basis and reasoning for governmental decisions are easily accessible...more

Cybersecurity, Boards and Cyber-Board "Experts": Caution Should Rule

A continuing frequent question from public companies is how a board should be constituted to oversee cybersecurity. Many public companies foist this additional burden on the audit committee. Those large enough to have a...more

CMS Issues Revised Rules for CO-OPs and Special Enrollment Periods

As implementation of the Affordable Care Act (ACA) continues, the federal government continues to make adjustments to its rules to respond to the needs and circumstances arising from this transformational legislation. On...more

Court Of Chancery Resolves Appraisal Voting Requirement

It is well understood that to be entitled to the appraisal of your stock you need to not vote for the merger. However, in the complex world of how shares are held by beneficiaries and depositories, it is easy to overlook the...more

Bankruptcy Court Opinion Clarifies California Law on Duties of Directors & Officers Upon Insolvency

It is not unusual in the lifecycle of a start-up for the company to hit road blocks and have cash flow issues. During these times, the board and its members will ask the company’s professionals what their fiduciary duties are...more

Top Courts in Delaware and New York Affirm Business Judgment Rule Protection Where Procedural Safeguards are Followed

In recent decisions, both the Delaware Supreme Court and the New York Court of Appeals affirmed defendant-friendly lower court rulings, holding that, if appropriate procedural safeguards are employed in M&A transactions,...more

Getting Back to Basics: CCOs and Independence

Chief compliance officers continue to enjoy these heady days – salaries are up and new opportunities are popping up in the corporate world. CCOs have to keep their eye on the ball. It is well and good to get a good salary, a...more

Director Duties: 2016 Amendments to the Maryland General Corporation Law and Maryland REIT Law

On April 26, 2016, Governor Hogan signed House Bill 354 (chapter 171), which amends the Maryland General Corporation Law (the “MGCL”) to clarify that a director of a Maryland corporation only has an obligation to comply with...more

5 Simple Ways to Boost Your E&C Program

In my recently published eBook, I outline 25 Simple Yet Overlooked Ways to Boost Your Ethics & Compliance Program. Below are five of the tips that are included—download the full eBook today to see the rest....more

The Quiet Demise of Director Meeting Fees

As director duties have become increasingly burdensome and complex, companies have responded with variations on, and additions to, the traditional fee arrangements. It is now common to see equity awards of various...more

Court Of Chancery Denies Second Chance To New Derivative Plaintiff

This decision illustrates the importance of putting your best foot forward in derivative litigation. Here, a different plaintiff had his complaint dismissed for failure to satisfy the demand excused rules. When this plaintiff...more

PF Newsletter: US Exim Update

In the fourth quarter of 2015 we reported that the authority of the Export-Import Bank of the United States (“EXIM Bank”) lapsed on 30 June 2015. This resulted in EXIM Bank ceasing active lending....more

Feeling Oppressed? Not if it’s from a Breach of Contract, Says Court of Appeal

In Shefsky v. California Gold Mining Inc., the Alberta Court of Appeal (Court) upheld the chambers judge’s decision and dismissed the appeal of Martin Shefsky in a fight for control of the board of directors of California...more

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