Board of Directors

News & Analysis as of

The Manager-in-Charge Regime: Ruffling feathers in the year of the Rooster?

On 16 December 2016, the Securities and Futures Commission (SFC) announced the introduction of a Manager-in- Charge initiative (MIC Regime) aimed at increasing the accountability of the senior management of Hong Kong licensed...more

Blog: Do Board Self-Evaluations Help Produce A High-Functioning Board?

In this paper from the Rock Center for Corporate Governance at Stanford University, Board Evaluations and Boardroom Dynamics, the authors suggest that board self-evaluations aren’t all they’re cracked up to be. While, based...more

Corporate Governance Features: for Silicon Valley and San Francisco Bay Area Public Companies

Orrick has unveiled an unprecedented new study examining the corporate governance structures of the largest public companies in the Bay Area, including tech industry leaders. The comprehensive study reviewed the 153...more

Financial Adviser Update Regarding Disclosure of Fees

A recent Delaware Court of Chancery case, Vento v. Curry, highlights Delaware courts’ treatment of financial adviser relationships, how these relationships intersect with directors’ fiduciary duties, and the importance of...more

Financial Services Quarterly Report - First Quarter 2017: Hong Kong’s New Requirements for “Senior Management” of Fund Managers...

The Securities and Futures Commission of Hong Kong (SFC) recently introduced the “Senior Management Accountability Regime” (regime), in an effort to make senior managers (particularly those who are not already designated as...more

Defining the Duty of the Board of Directors over Compliance Functions

I recently posted a blog article about a document released by the Department of Justice entitled “Evaluation of Compliance Programs.” As the title of the document might suggest, the DOJ release covers a variety of issues it...more

Nevada Legislature Ponders Rejection Of Unocal And Revlon Standards

Thirty years ago, the Delaware Supreme Court issued two seminal opinions concerning how courts ought to review director decisionmaking in merger and acquisition transactions. In the first case, Unocal Corporation v. Mesa...more

"Key Takeaways: Lessons Learned From Tax-Related Whistleblower Litigation and Shareholder Actions"

On March 8, 2017, Skadden hosted a webinar titled “Lessons Learned From Tax-Related Whistleblower Litigation and Shareholder Actions.” The Skadden panelists were tax partners Nathaniel Carden and Armando Gomez, and litigation...more

Boardroom Perspectives: How Directors Can Use Sustainability to Drive Value

Boards frequently encounter sustainability and other environmental, social and governance (ESG) issues in the oversight of a company’s operations, management, financial reporting and public disclosure. Investors increasingly...more

Brooklyn Supreme Court Recognizes Private Right of Action for Not-for-Profit Employees under New York Nonprofit Revitalization Act...

Not-for-Profit Corporation Law (“NPCL”) § 715-b, enacted as part of the New York Nonprofit Revitalization Act, requires New York not-for-profit corporations with 20 or more employees and annual revenue in excess of $1 million...more

Liability for Directors of Nonprofit Corporations

Lawyers are often asked to serve on Boards of nonprofit corporations and if they do so, they will often be asked by other directors about the potential individual liability of a director for actions of the nonprofit, for...more

The Perils of Advancement

There is perhaps one single obligation that most aggravates corporate boards of directors: Paying your opponent's legal fees when you are convinced he has done you wrong. How then is that not just possible, but a regular...more

Saudi Arabia Approves New Corporate Governance Regulations

The publication of the Regulations is driven by the continued effort to attract additional foreign investment into the Kingdom and to harmonize the CMA’s own rules with those of the newly revised Companies Law2, as overseen...more

Key Takeaways From FHA’s Health Law Summit

Foley recently co-hosted the Florida Hospital Association’s (FHA) 2017 Health Law Summit, which brought together more than 40 in-house attorneys and compliance officers from FHA member hospitals to discuss the current state...more

Deep Dive Due Diligence: Part V – Level III Due Diligence as a Board Tool

Today, I conclude my exploration of Level III, deep dive due diligence, by discussing how a this should be considered as a best practices tool by a Board of Directors in a broader sense. I am joined in this exploration by...more

No Ifs, Ands, or Butts: Regulating Smoking Within Community Associations

The past twenty years have seen a dramatic uptick in the regulation of smoking, as dozens of states and hundreds of cities and counties have enacted laws making designated public places "smoke-free." For its part, the North...more

A perspective on the unequal representation of women in leadership

It is an indisputable fact that women are not equally represented in leadership roles or management positions in Australian companies and governments, not even close. Even in 2016, this is the case in almost all arenas of...more

A New Resource for the Modern Compliance Professional

There is a knowledge gap among compliance professionals, and it’s not due to a lack of information. In fact, the main culprit may be too much information located in too many disparate places. Our industry is continuously...more

Start-up Shareholders, Directors, and Officers: Role Reversal? Role Confusion?

When companies are in their earliest stages, the founders and advisors often serve the company as shareholders, directors, and officers. However, each role has distinct responsibilities and it is important for founders to be...more

50/50 Ownership Relationships can be Trouble, Plan Ahead

Case Study: Trans Perfect Global, Inc. Philip Shawe v. Elizabeth Elting, Delaware Supreme Court, February 13, 2017 - TransPerfect is a successful global translation business founded by two college friends, Philip...more

Gender Diversity Survey - 2016 Proxy Season Results

The Fenwick & West Gender Diversity Survey provides unique insight into women’s participation at the most senior levels of public technology and life sciences companies in the Silicon Valley 150 Index (SV 150) and the large...more

Entity Selection Series | Part Two: The Benefits of a Corporation

In Part One of the entity selection series we discussed the benefits of a Limited Liability Company for organizing your business venture. In this edition, we will discuss the benefits of a standard corporation (a “Subchapter...more

Board Diversity Issues Don’t Fade Away After 8 Seconds (or an IPO, Apparently)

When Snap, Inc., parent company to the popular social media app, Snapchat, completed its much-anticipated IPO last week, investors were quick to question whether the company was overvalued. Despite half a billion dollars in...more

Charities Participating in Policy and Protest: 2017 and Beyond

Recent demonstrations highlight a significant passion for expressing dissent and opposition to the Trump administration and its public policy positions. Given the dramatic increase in queries we have received from our clients...more

Professor Bainbridge On My “Beef” With Gantler v. Stephens

Professor Stephen Bainbridge yesterday provided a well considered assessment of my “beef” with the Delaware Supreme Court’s holding in Gantler v. Stephens, 965 A.2d 695, 709 (Del. 2009) that “the fiduciary duties of officers...more

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