Board of Directors

News & Analysis as of

Susan E. Rich: A Legacy of "Firsts"

Susan Elliott Rich is a legend at Baker Donelson. In fact, she holds all of the "firsts" – first female shareholder, first woman to be an Office Managing Shareholder and first woman appointed to the Firm's Board of Directors....more

Service on outside boards has its risks

Attorneys are often eager to serve on boards of directors of outside organizations and with good reason. After all, membership on a board can increase the attorney's visibility, create connections that lead to new business...more

Are Alternate Committee Members “Then Serving”?

A number of amendments to Delaware’s General Corporation Law took effect at the beginning of this month. One of these changes was to establish a default quorum requirement for meetings of committees of corporate boards of...more

E&C Training: Signs of Progress, But Challenges Remain

Ethics and compliance training is taking many positive strides, with companies focused on building ethical cultures and preventing crises before they happen. But there’s still a distance to go, as well, amid persistent budget...more

The Basics of Board Service: Sheila Ronning Demystifies the Fundamentals

Long before adding women to boards was a hot topic, Sheila Ronning, CEO and founder of Women in the Boardroom, believed in the importance of providing women the opportunity to serve and excel on corporate boards. Today, as...more

Due Diligence Questions Chief Compliance Officers Should Ask In A Job Interview

The following guest post is by Maurice Gilbert, Managing Partner of Conselium Executive Search. Earlier this month I posed a question to Chief Compliance Officers around the world: “Since today’s regulatory climate means...more

Proposals for Employee representation at board level in UK companies

Theresa May, and latterly Owen Smith, have both announced their intention to put employees on company boards. Employee representation on company boards in Europe is commonplace and speculation is rife as to what model either...more

5 Things Compliance Executives Need their Boards to Know

Boards of directors (or their delegated committees) typically allocate very little time to oversight of an organization’s ethics and compliance program during their packed board agendas. It is not at all unusual for the top...more

Board Interlocks On Antitrust Enforcement Hot Seat: A Must-Read Guide for Board Members and Officers

Recent enforcement activity by the Department of Justice (that required restructuring a live transaction) and the Federal Trade Commission makes clear that enforcement of Section 8 of the Clayton Act, the prohibition against...more

The Entrepreneurs Report - 1H 2016

Dual-Class Stock: A Founder Favorite Faces Growing Investor Disapproval - Earlier this year, the investment firm T. Rowe Price adopted new voting policies that penalize companies with dual-class stock structures. They...more

In re Volcano Corporation Stockholder Litigation, C.A. No. 10485-VCMR (Del. Ch. June 30, 2016) (Montgomery-Reeves, V.C.).

In this memorandum opinion, the Court of Chancery dismissed claims for breach of fiduciary duty under Chancery Rule 12(b)(6), holding that an irrebuttable business judgment rule standard applies to a merger effected under...more

Accountability and Transition in ICANN’s New gTLD Program

Bringing accountability to the Internet Corporation for Assigned Names and Numbers (ICANN), the little known yet hugely significant global regulator of the Internet domain name system, is always a significant victory. ICANN...more

Blog: Some Successful Approaches To Increasing Board Gender Diversity

A lot has been written about the benefits of gender diversity on boards. As discussed in Bloomberg, while “[e]quality is a worthy goal on its own terms, of course….for the corporate world, the better rationale for gender...more

What Community Bank Board Members Need to Know About D&O

A bank director’s responsibilities are similar to directors of other types of corporations, including the duties of loyalty and care. Federal banking regulators have strong enforcement powers to address violations of law,...more

Delaware Law Updates – Court of Chancery Puts Boards of Directors on Notice that Contracting Away Derivative Claims in a Merger...

Vice Chancellor Glasscock has held that a merger designed to eliminate derivative claims against a majority of directors justified the application of the entire fairness standard of review in a direct challenge to the merger....more

Diversity on Corporate Boards

The issue of diversity has expanded from the workplace to the corporate boardroom, with initiatives spearheaded by investors and other stakeholders to address the lack of diversity on corporate boards. These initiatives are...more

Obeid v. Hogan, C.A. No. 11900-VCL (Del. Ch. June 10, 2016) (Laster,VC)

In this memorandum opinion, the Court of Chancery held that it was an improper abdication of authority for the board of directors of a Delaware limited liability company that had adopted the governance structure of a...more

CDX Holdings, Inc. (f.k.a. Caris Life Sciences, Inc.) v. Kurt Fox, No. 526, 2015 (Del. June 6, 2016) (Holland, J)

In this split decision, a 4-1 majority of the Delaware Supreme Court affirmed the Court of Chancery’s post-trial ruling that Caris Life Sciences’ (“Caris” or the “Company”) board of directors (the “Board”) breached a stock...more

Train Your Board and C-Suite Now – The Under-Education of Corporate Leadership

The next time we read about a train wreck of corporate malfeasance – be it in the anti-corruption, money laundering, financial reporting or any other space you can think of – please do not shrug your shoulders and shake your...more

The Rise of Principles-Based Corporate Governance

In late July, executives at thirteen major companies and investor institutions published and widely advertised their “Commonsense Principles of Corporate Governance” for public companies, boards of directors and shareholders....more

Corporate Law & Governance Update - August 2016

The Hershey Governance Settlement - On Friday, July 29, the Pennsylvania Attorney General, the Hershey Trust Company and the Milton Hershey School, entered into a written settlement resolving an investigation conducted...more

California, Delaware And Nevada Differ On Committee Composition

In a prior post, I compared the differing limitations on committee authority under California and Delaware law. Today’s post focuses on differences in committee composition among California, Delaware and Nevada. These are...more

New Nasdaq Disclosure Requirement–Third-Party Payments to Directors

Effective August 1, 2016, new Nasdaq Rule 5250(b)(3) requires Nasdaq-listed companies to disclose the material terms of all agreements and arrangements between a director or director nominee and a third party related to...more

SEC Approves Nasdaq Rule Requiring Disclosure of Third-Party Payments to Directors

New Nasdaq Rule 5250(b)(3) is a result of increased activist shareholder efforts to place representatives on public company boards of directors. During the past several years, activist shareholders have sought to nominate...more

Court decides to ‘wait and see’ in its refusal to grant an administration order

Rowntree Ventures Ltd v Oak Property Partners Ltd [2016] EWHC 1523 (Ch) - The High Court recently re-affirmed the discretionary nature of its right to grant an administration order. In this case, the court refused to...more

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