Board of Directors

News & Analysis as of

The Board of Directors and Cybersecurity: Setting up the Right Structure

Security breaches have become a staple of the daily news. A national restaurant chain announced in August 2014, that a payment card processing system breach involved 33 restaurants in 18 states and that the incident lasted...more

Disqualifying a Director Who Has Violated the Directors’ Code of Ethics

A condo corporation found itself in court (Gordon v. YRCC No. 818) after the Board had disqualified one of the directors on the basis that he had breached the Directors’ Code of Ethics. The Corporation’s By-law No. 9 provided...more

Illinois Case Law and Legislation Update

Effective January 1, 2015, Section 18.4 of the ICPA was amended to permit a condominium Board of Directors to adopt and amend its rules and regulations to allow for electronic delivery of notices and other communications...more

SEC Request For O&D Bar Denied

A frequently used remedy in Commission enforcement actions is the officer and director bar. A permanent bar has the very harsh effect of precluding the person from being an officer or director of any public company. That, of...more

Director Liability for Cybersecurity Risks

If a corporation is the target of a cyberattack resulting in a data breach, its board may be the target of a shareholder derivative action claiming breach of fiduciary duty. A recent example is Palkon v. Holmes, No....more

Board Responsibilities Under SEC's Money Market Fund Reform

On July 23, 2014, the Securities and Exchange Commission (the SEC) adopted final rules governing the structure and operation of money market funds (MMFs), in a release adopting amendments to Rule 2a-7 (Rule) under the...more

Land of Confusion: Insurance Coverage for Pre-Suit FCPA Investigation Costs under D&O liability Policies

Bloomberg recently reported that Walmart spent $439 Million in the past two years related to a Foreign Corrupt Practices Act (“FCPA”) investigation . Moreover, Walmart predicts that it will spend an additional $200 Million to...more

Five Essential Improvements to Corporate Governance

Continuing with my list theme for the week, it is important to remind everyone that a culture of compliance begins with the board of directors, filters to the CEO who commits to promoting ethics and compliance in the company,...more

Directors and stockholder engagement: what path to take?

For many decades, independent directors in most public companies generally avoided face-to-face interaction with stockholders. At most, large stockholders would receive a visit from management on a swing through New York or...more

The DLA Piper Guide To Annual Reporting For The Financial Year To 30 June 2014

In This Issue: - Timing Requirements - Content Requirements - Directors’ Report - ASX Listing Rules – Reporting Requirements - Excerpt from Timing Requirements: The table on the following...more

Drafting and Revising Bylaws: Common Pitfalls, Best Practices, and Maximizing the Effective Governance of Your Nonprofit

In this presentation: - Top 10 Tips for Bylaw Amendments – General Process Considerations – Governance Hierarchy – Specific Provisions to Note • Purposes Clause • Membership...more

Shareholder-Director Engagement – The Latest Governance Trend?

A few weeks ago several large institutional investors identified as the Shareholder-Director Exchange (SDX) Working Group sent a letter to the lead directors and corporate secretaries of Russell 1000 companies asking them to...more

Money Market Fund Reform – A Summary of Significant Changes

The SEC recently adopted amendments to the rules governing MMFs. Most particularly, the amendments (i) require institutional prime and institutional tax-exempt MMFs to use a floating net asset value as opposed to allowing...more

Significant Legislation Affecting Business Passed by General Assembly

At the end of last week, the North Carolina General Assembly passed significant legislation affecting the State’s business legal climate. With large bipartisan majorities, the Legislature adopted Senate Bill 853 (SB 853),...more

Stockholder Proposal Seeks To Ratification Of All Decisions And Actions

For the last six years, Amerco as included a rather unique stockholder proposal in its proxy statement. It’s there again this year. Basically, it asks the stockholders to ratify and affirm all decisions and actions by...more

Georgia Supreme Court: Business Judgment Rule Valid, But Bank Officers Can Still Be Liable

In the context of Federal Deposit Insurance Corporation (FDIC) litigation against the former directors and officers of a failed bank, the Georgia Supreme Court has upheld the validity of the business judgment rule in the...more

Texas Supreme Court's Recent Shareholder Oppression Opinions Reaffirm Primacy of Common Law Fiduciary Duties Under Gearhart

In three recent cases, the Texas Supreme Court has made it clear that for claims of "minority shareholder oppression" — essentially, acts of a majority shareholder group that are harmful to a minority shareholder without...more

Your D&O Insurance Policy Post-Halliburton

In its recent, highly anticipated decision in Halliburton Co. v. Erica P. John Fund, the U.S. Supreme Court declined an invitation to overturn the so-called “fraud on the market” presumption applicable to securities class...more

Business Judgment Rule in Georgia: Not a "Get Out of Jail Free Card" for Officers and Directors

The Georgia Supreme Court has adopted the Business Judgment Rule with a very important nuance that requires officers and directors to not only be prepared when making their decisions but to document their preparations in...more

Doing Business in Canada: Directors' Liabilities

DIRECTORS’ LIABILITIES - In Canada, there is a legal duty for every director and officer of a corporation to act honestly and in good faith with a view to the best interests of the corporation when exercising his/her...more

CCO Reporting to Board: Five Best Practices

Chief Compliance Officers need the support of their Board of Directors. The relationship between the CCO and the head of the Audit/Compliance Committee sends an important message to senior management and the entire company on...more

SEC Adopts Amendments to Money Market Fund Rules

The Securities and Exchange Commission (SEC) today adopted long-awaited and highly anticipated amendments to rules under the Investment Company Act of 1940 (the 1940 Act) governing money market funds. ...more

Miami Courts Drive Florida Business Law

Recent opinions in corporate governance litigation make clear that Miami courts are leading the way in developing Florida case law governing key corporate governance issues. In Dinuro Investments, LLC v. Camacho, Judge John...more

Governance, Risk, And Compliance Platforms, Q1 2014

In this Issue: - GRC Technology Decisions are Getting More Difficult - It’s Not worth Defining submarkets For GRC Platforms - Governance, Risk, and Compliance Platform evaluation Overview -...more

2014 Changes to Delaware Corporate Law

Earlier this month, several significant amendments to the Delaware General Corporation Law (the DGCL) were approved. These amendments are substantially the same as the amendments originally proposed in April 2014 and will...more

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