Board of Directors

News & Analysis as of

Disclosure of Women on Boards and in Executive Officer Positions in Alberta

On September 14, 2016, the Alberta Securities Commission (ASC) released for comment its proposed amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices (PDF). The proposed amendments put forward...more

Corporate Social Responsibility and Compliance: Commitment at the Top

This is the fifth in a series of posts reflecting excerpts from a chapter that I authored on corporate social responsibility (“CSR”) for the Corporate Legal Compliance Handbook. Integrating CSR into the framework of a...more

Key Takeaways: Use of Stichtings as an M&A Defence Measure; Contrasting English and Delaware Law

Skadden and Erskine Chambers recently hosted a series of comparative corporate law events in conjunction with the University of Pennsylvania Law School; Queen Mary University of London School of Law; New York University...more

Recent Governance and Gift-Giving Guidance from the Non-Profit/Public Charities Division

The Non-Profit Organizations/Public Charities Division of the Office of the Attorney General (the “Division”) recently released helpful guidance regarding (i) good governance of charitable organization and (ii) the rules that...more

Wage and Hour Compliance: 80% of Employers Likely Out of Compliance

The U.S. Department of Labor recently settled a lawsuit filed by the American Federation of Government Employees Local 12 for $7 million. The lawsuit, filed a decade ago, claimed that Labor Department employees had not been...more

How Compliance Can Be Built to Succeed! An In-Depth Discussion with Donna Boehme PART 1 [PODCAST]

Donna Boehme is back on the Masters of Disaster® podcast to discuss what it takes for compliance to succeed. Donna often refers to the new approach for the architecture of Compliance 2.0. Fundamentally, Compliance 2.0 starts...more

Womenomics: Boosting global growth

The economic case for gender equality in the workplace couldn't be stronger: An overwhelming body of evidence shows that when there is a better gender balance in the boardroom and more women in the workforce, companies...more

In Case You Missed It: Launch Links - September, 2016

Some interesting links we found across the web this week: Will tech IPOs come back to life in the fall? 2016 has been the slowest year for IPOs since 2009, likely because of new issues raised by recent tech...more

For An Effective Ethics and Compliance Program — First, Train Your Board and Senior Executives

Compliance professionals are familiar with the phrase “tone at the top,” but what exactly does it mean? Unlike other compliance program components, it cannot be easily formalized and implemented in a policy or procedure....more

Are you compliant with the new board composition requirements applicable to Norwegian financial undertakings?

A new Act on Financial Undertakings and Financial Groups (Finansforetaksloven) was adopted in Norway on 10 April 2015 and entered into force on 1 January 2016. Pursuant to its transitional provisions, financial undertakings...more

Corporate Law & Governance Update - September 2016

The following developments from the past month offer guidance on corporate law and governance law as they may be applied to nonprofit health care organizations: BUSINESS ROUNDTABLE GOVERNANCE GUIDELINES - In an...more

Turkey Corporate Newsletter - September 2016

Considering Becoming A Board Member? Read This First. Good corporate governance requires fully informed board members who are aware of their duties and the potential legal implications of their actions. Under the...more

New Nasdaq Rule Requires Disclosure of Third Party Compensation of Directors and Nominees

Effective August 1, 2016, companies listed on Nasdaq are subject to a new rule requiring annual disclosure of the material terms of agreements or arrangements between directors or director nominees and third parties that...more

Court Rules Board Of Directors Is Incapable Of Being Sued

Plaintiffs sue corporations and they sue individual members of the boards of directors, but can a plaintiff sue a board of directors as a body? That was the question in Theta Chi Fraternity, Inc. v. Leland Stanford Junior...more

A Different Kind of Board: Bret Magpiong Explains the Phenomenon of Family Boards of Advisors

When most people think about boards, they usually consider boards of directors for public or private companies, or non-profit boards. But there are other types of boards that rarely come to mind. Bret Magpiong, Chief Practice...more

Court Of Chancery Explains When Prior Dismissal Does Not Preclude Another Derivative Case

This is an important decision because it explains when a prior dismissal of a derivative complaint does not preclude a second complaint alleging a wrong close to that alleged in the dismissed case. It distinguishes a...more

Court Of Chancery Denies Inspection When The Board Has An Obvious Defense To A Claim Of Wrongdoing

In general, the bar is low for exercising inspection rights to investigate claims of wrongdoing. Plaintiffs need provide only some evidence to suggest a credible basis from which the Court can infer possible mismanagement or...more

Managing the Transition to Transformation: Corporate Governance and the Transition to Transformation

McDermott’s Managing the Transition to Transformation series is designed to help health systems and other health care industry leaders address the many challenges presented by the transformation in payment and care delivery...more

The Delaware Plaintiff’s Bar Mines a New Vein of Liability: Limits on Director Compensation

Compensation committees composed of independent outside directors were created as the check-and-balance guardians against management compensation engorgement. But as the Roman philosopher Cicero famously posed, “Who guards...more

Blog: Employees on boards — headed across the Atlantic?

As discussed, in a speech delivered in July, the about-to-be new U.K. Prime Minister and leader of the Conservative Party, Theresa May, advocated strenuously for a number of corporate governance reforms, an approach she...more

Court Of Chancery Again Explains Scope Of The Corwin Doctrine

This is one of two recent Court of Chancery decisions explaining that the Corwin case really does mean that there is an “irrebuttable business judgment rule” that bars challenges to a merger approved by a majority of the...more

Court Rules in Favor of Investment Adviser after Trial in Section 36(b) Excessive Fee Case

In a case closely watched by the mutual fund industry, the federal district court in New Jersey ruled on Thursday in favor of a mutual fund’s investment adviser and against the shareholders who had brought the lawsuit under...more

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

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