News & Analysis as of

Board of Directors

4 No-Nonsense Reasons to Take Good Minutes – Part 1

Taking minutes arguably tops the list of “most thankless jobs,” and those who assume the role often wish they hadn’t been such a willing volunteer. But accurate minutes are a parliamentary procedure “must” for all non-profits...more

Laying the Foundation for Success: Structuring the Board of Directors in a Family-Owned Business

The board sets the overall strategy and policies of the company, so your corporate governance foundation starts with structuring the board of directors. As the overall governing body, the board elects the officers of the...more

How will the extended SMCR apply to NEDs?

by Dentons on

The Financial Conduct Authority (FCA) has consulted on the way in which the senior managers and certification regimes (SMCR) will be rolled out to all authorised firms, probably from next year. From the inception of the SMCR,...more

Companies Amend Bylaws in Response to Activist ‘Placeholder Slate’ Tactic

In the past year, more than 50 publicly traded companies, including 19 on the Standard & Poor’s 500 index, have amended their bylaws to address the potential for a so-called “placeholder slate” of directors. The bylaw...more

From the Server Room to the Board Room: D&O and Cybersecurity Emerging Trends

by Reed Smith on

With breaches of nearly 150 million Americans’ personal information flooding the news the last few weeks, followed by the filing of more than 50 class action lawsuits to date, and the announcement of an FTC investigation,...more

Key Texas M&A Issues (Presentation)

by Jackson Walker on

Agenda - Letters of Intent - Best Efforts - Indemnification - Sandbagging - Non-Reliance - Fiduciary Duties - Letters of Intent: • Buyer may seek letter of intent that is generally not binding on either party...more

4 Signs of a Poor Relationship Between a CCO and the Board

by Michael Volkov on

Chief compliance officers have to devote more time to establish and maintain a positive relationship with the corporate board or audit/compliance committee. CCOs have a lot of responsibilities and feel a lot of pressure to...more

Directors’ liability D&O: Entering uncharted territory

by Allen & Overy LLP on

Welcome to this the fifth edition in our series of surveys on directors’ liabilities, brought to you by the international law firm Allen & Overy LLP and the global advisory broking and solutions company Willis Towers Watson....more

Alert: Legislature Enacts Changes to Business Corporations Law

by Pullman & Comley, LLC on

Just before the end of its Spring 2017 term, the Connecticut General Assembly passed HB7311. After the Governor signed HB7311, it became Public Act 17-108 (“P.A. 17-108” or the “Act”). Among other things, P.A. 17-108 enacted...more

Amendments to Connecticut Business Corporation Act Effective October 1, 2017

by Murtha Cullina on

Public Act No. 17-108, titled An Act Concerning Limited Liability Companies and Business Corporations (the "Act"), has amended the Connecticut Business Corporation Act ("CBCA"). Effective October 1, 2017, the Act amends the...more

Nevada Favors New York Over Delaware Precedent For SLC Review

by Allen Matkins on

Nevada law endows a board of directors “full control over the affairs of the corporation”. NRS 78.120(1). This control is subject only to such limitations as may be provided by NRS chapter 7, or the articles of...more

Go West? What the NYSE Has to Offer for Gulf IPOs

by Bracewell LLP on

Saudi Aramco’s planned IPO has put the region’s companies in sharp focus for global investors. As GCC nations continue to experience shifts in economic activity, including less government spending, more companies (both state...more

Proposed UK Corporate Governance Reforms Target Executive Pay Justification, Employee Engagement

by Jones Day on

The Situation: The UK government has proposed several corporate governance reforms in an effort to improve transparency and accountability in private and public employers....more

Blog: Studies Show Hedge Fund Activists Have Adverse Impact On Board Diversity And Target More Firms With Women CEOs

by Cooley LLP on

While more and more institutional holders and asset managers are noisily promoting board diversity among their portfolio companies—including, most recently, the NYC Comptroller and the NYC pension funds—hedge fund activists...more

Safe harbour and ipso facto reforms pass through the Senate

by DLA Piper on

Another step has been taken towards the introduction of a safe harbour for directors of insolvent companies and limited stay on the operation of ipso facto clauses. Late on Monday evening, after some debate, the Senate passed...more

NYC Comptroller Launches “Boardroom Accountability Project 2.0”: Pushing for More Diversity, Independence and Climate Expertise

by Locke Lord LLP on

On September 8, 2017, New York City Comptroller Scott M. Stringer and the New York City Pension Funds announced the launch of the “Boardroom Accountability Project 2.0.” The goal of Project 2.0 is to make the boards of 151...more

Blog: Will Board Diversity Be The New Proxy Access?

by Cooley LLP on

In 2014, NYC Comptroller Scott Stringer, who oversees the NYC pension funds, submitted proxy access proposals to 75 companies—and ignited the push for proxy access at public companies across the U.S. The form of proxy access...more

In Case You Missed It - Interesting Items for Corporate Counsel - August 2017

by Stoel Rives LLP on

A review of 2017 proxy season activity, including the trend toward adoptions of proxy access bylaws, is here. A suggestion that the big news of the 2017 proxy season was climate change proposals and the shift in Blackrock,...more

UK Corporate Governance Reform - More Regulation, But Not as Bad as Feared!

by Seyfarth Shaw LLP on

Last week the UK Government published its formal response paper on UK corporate governance reform, describing the proposals as "world-leading." The proposals follow an earlier green paper published by the Government in...more

New York City Comptroller Launches Campaign for Corporate Board Diversity, Independence, and Climate Expertise

New York City Comptroller Scott M. Stringer and the New York City Pension Funds launched the “Boardroom Accountability Project 2.0.” The campaign seeks to make corporate boards more diverse, independent, and...more

Demand Futility Isn't Dead For Derivative Actions Against Non-Profit Corporations

by Brooks Pierce on

You probably thought that you would never again have to argue that a demand on a corporation's board of directors before filing a derivative action should be excused because it would have been futile. That's because the...more

Across the Board-Episode 6, will your assets be stranded?

by Thomas Fox on

In this episode, I visit with Rakhi Kumar, the Managing Director, Head of ESG Investing and Asset Stewardship for State Street Global Advisors (SSGA) on the firm’s recent white paper entitled, “SSGA’s Perspective On Effective...more

Quick Fix: How to Get Rid of Time-Wasting Committee Reports

You know the drill….the meeting that drags on forever because of unnecessary committee reports. There is good news straight from the parliamentary procedure powers that be: You do not have to include “Time-Wasting Committee...more

Federal Reserve Board Announces Proposed Changes to Bank Board Expectations

by Dechert LLP on

The Board of Governors of the Federal Reserve (FRB) on August 3, 2017 issued a notice inviting comment regarding Proposed Guidance on Supervisory Expectations for Boards of Directors (Proposal). The Proposal applies to boards...more

Shareholder Activism Dealt a Blow in Australia's Federal Court

by Jones Day on

The Background: In RBC Investor Services Australia Nominees Pty Limited v Brickworks Limited [2017] FCA 756 (10 July 2017) ("Brickworks case"), a large institutional investor sought to dismantle a cross shareholding...more

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