Board of Directors, Directors | JD Supra Law News

Liability of Directors in Canada – An Excerpt

by Ellyn Law LLP on 4/10/2013

This article is an excerpt of the Canada Chapter of International Liability of Corporate Directors, 2nd edition, published by Juris Publishing in February 2013. This excerpt excludes numerous aspects of the full chapter,...more

The Latest on Insider Trading: Directors and Executives Face Heightened Scrutiny Associated with Stock Trades Even under Rule...

by Wilson Sonsini Goodrich & Rosati on 2/6/2013

The aggressive use (or misuse) of Rule 10b5-1 trading plans is likely to become a significant area of focus for regulatory enforcement and securities class action plaintiffs. The floodlights now aimed at such plans are the...more

TSX New Company Manual Rules Regarding Election Of Directors And Majority Voting Are Now Effective

by Elianeth Alicea | Dentons on 1/25/2013

On December 31, 2012, the recent amendments to the TSX Company Manual regarding director elections and majority voting became effective. Under the new rules, TSX-listed companies are required to...more

"Revised HSR Thresholds Announced"

by Steven Albertson, Rita Sinkfield Belin, Matthew Hendrickson, Brian Mohr, Joseph Nisa, Neal Stoll | Skadden, Arps, Slate, Meagher & Flom LLP on 1/11/2013

On January 10, 2013, the Federal Trade Commission (FTC) announced the revised thresholds for determining whether companies are required to notify federal antitrust authorities about a transaction under the Hart-Scott-Rodino...more

2013 U.S. Proxy Voting Policies and Procedures FAQ (Excluding Compensation-Related Questions)

by Miriam R. Sowinski | Holland & Knight LLP on 1/10/2013

The following issues are among those addressed in ISS' non-compensation-related FAQs... ...more

Lessons Learned in 2012

by Franc E. Del Fosse III | Snell & Wilmer L.L.P. on 1/10/2013

As one calendar year ends and the next begins, it is natural to look back to take an inventory of lessons learned and to look forward in an attempt to implement such lessons. The year 2012 certainly had its fair share of...more

Delaware Law Update — Delaware Court Applies Heightened Scrutiny to Director Compensation

by Joshua Schneiderman | Snell & Wilmer L.L.P. on 1/8/2013

In an era of intense investor scrutiny and SEC rulemaking regarding executive compensation, a recent decision by the Delaware Court of Chancery raises questions as to the protections afforded to directors when granting...more

Corporate Communicator - Winter 2013

by Jeff E. Beck, Franc E. Del Fosse III, Joseph M. Miller, Joshua Schneiderman, Jeffrey A. Scudder | Snell & Wilmer L.L.P. on 12/29/2012

In This Issue: - 2013 Annual Meeting Season - Dealing with ISS and Other Proxy Advisory Firms this Proxy Season - SEC Update - Other NYSE/NASDAQ Developments - Delaware Law Update — Delaware Court Applies...more

SEC Charges Eight Mutual Fund Directors for Failure on Valuations

by Kathleen H. Moriarty, Peter J. Shea, Gregory E. Xethalis | Katten Muchin Rosenman LLP on 12/29/2012

On December 10, the Securities and Exchange Commission announced charges against eight former member of the boards of directors overseeing five mutual funds for violating their asset pricing responsibilities under the federal...more

Can A Director Consent By Email?

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 12/26/2012

The California General Corporation Law authorizes board action by written consent. Cal. Corp. Law § 307(b). Sometimes, I’ve been asked about signing an email consent. Section 17 of the Corporations Code (which governs, but is...more

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