The Privacy Insider Podcast Episode 4: Don't Be Evil: In the Hot Seat of Data Privacy, Part 1
REFRESH Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation
REFRESH Nonprofit Basics: Designators, Members, Directors, Officers - The Who’s Who of Nonprofit Governance
“Monsters, Inc.” y el buen gobierno corporativo
Market Leaders Podcast Episode 94: Exploring the Perils of Optics-Driven DEI Initiatives with Guest Mira Dewji
AGG Talks: Cross-Border Business Podcast - Episode 16: The Political and Legal Maze of ESG in the U.S. and Abroad
Episode 322 -- Checking in on Caremark Cases
Compliance into the Weeds: What Are Boards Doing About AI (Hint: Not Much)
Conflictos de interés en Colombia, nueva regulación
The Informed Board Podcast | CEO Succession Planning on a Clear Day
Podcast - Deberes fiduciarios de los administradores
Innovation in Compliance - Diligent 5-Part Series - Building a Stronger Culture of Compliance Through Targeted and Effective Training: Part 5 - The Role of the Board
One Month to a More Effective Compliance Program with Boards – Day 14 - Boards and Doing Business in China
One Month to a More Effective Compliance Program with Boards - Day 9 - Board Governance and Risk Oversight
One Month to a More Effective Compliance Program with Boards – Day 5 - OIG Guidance for Boards Regarding Compliance
Nonprofit Basics: Meeting Minutes Best Practices
One Month to a More Effective Compliance Program with Boards - Day 1 - Legal Requirements of the Board Regarding Compliance
Innovation in Compliance - Key Board Issues Going Forward with Christina Bresani
Compliance into the Weeds - McDonald’s and Duty of Corporate Officer Oversight
In the Boardroom With Resnick and Fuller - Episode 3
“Was the richest person in the world overpaid?” That’s how the Delaware Court of Chancery (the Court) began the 200-page opinion in Tornetta v. Musk to rescind Elon Musk’s entire $55.8 billion 10-year equity compensation...more
Public company directors are under more pressure than ever to oversee enterprise risk, even risk from day-to-day operations, which is normally addressed by management. Egregious failures of upper management to react to red...more
The Singapore Exchange Regulation (SGX RegCo) published a public consultation paper proposing to amend the Listing Rules to impose a hard nine-year limit on the tenure of independent directors, removing the current two-tier...more
Are corporate boards awash in faux gatekeepers? This article, Board Gatekeepers, from a law professor at the University of Wisconsin, begins with a catalogue of infamous board failures to act as effective monitors of company...more
On April 28, 2022, Vice Chancellor Slights of the Delaware Chancery Court issued a verdict for the defense in In re Tesla Motors, Inc. Stockholder Litigation, a long-running derivative lawsuit challenging the 2016 acquisition...more
Directors must cope with constantly shifting challenges. To help boards navigate these, Skadden launched The Informed Board, a periodic collection of concise articles that provide broad insights about key issues directors...more
Why is director independence important? A court’s conclusion of whether the majority of a company’s board is independent could affect...more
Institutional Shareholder Services (“ISS”) published its proxy voting guidelines updates for 2021 (“Policy Updates”) on November 12, 2020. The changes that are likely to be of most interest to companies include new and...more
This is Part Two of a weekly series detailing approaches that Independent Board Members are utilizing to address coronavirus-related matters and highlighting emerging issues... We are now a few weeks into self-isolation...more
On February 27, the Delaware Court of Chancery issued important guidance to boards of directors seeking to utilize special committees of disinterested and independent directors to insulate themselves from fiduciary liability...more
Consistent with trends in recent years, in 2019 Delaware corporation law largely was shaped by post-closing suits for money damages against directors who had approved mergers and acquisitions. Two Delaware Supreme Court...more
Proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”) have issued updated proxy voting guidelines for the upcoming 2020 proxy season. Notable policy updates issued by one or...more
We have identified only a few possible changes to date for D&O questionnaires for the 2020 proxy season. New rules adopted to implement the FAST Act clarify that registrants may, but are not required to, rely only on...more
In Marchand v. Barnhill et al. (“Blue Bell”),1 the Delaware Supreme Court on June 19 unanimously reversed the dismissal of a shareholder derivative lawsuit against the members of the board of directors and two officers of...more
On June 18, 2019, in a decision authored by Chief Justice Leo E. Strine Jr., the Delaware Supreme Court en banc reversed the dismissal of a stockholder derivative suit against the directors and officers of Blue Bell...more
On June 18, 2019, in Marchand v. Barnhill, the Delaware Supreme Court, in an opinion written by Chief Justice Leo E. Strine, Jr. on behalf of a unanimous court, issued a decision reversing the Court of Chancery’s dismissal of...more
On June 12, 2019, the Securities and Exchange Commission (SEC) published a notice that Nasdaq is proposing to amend its definition of "family member" (as defined in Nasdaq Listing Rule 5605(a)(2), which sets forth the...more
Oh, I kid the directors! Who would think of such a thing? Well, the folks in India for one. Bloomberg reports that, after a series of corporate frauds, the Indian government is attempting to raise the country’s corporate...more
DIRECTORS AS VENDORS - A new controversy at a large health system highlights the legal and reputational challenges that can arise when directors sell services to the organizations they serve as fiduciaries. According to...more
The Treasury Department’s Office of Foreign Asset Control (OFAC) rarely backs down. Recently, in response to significant ownership and governance changes, OFAC removed three Russian companies, EN+ Group (EN+), UC Rusal plc...more
On December 14, 2018, Institutional Shareholder Services (ISS) issued updated Frequently Asked Questions (FAQ) related to its U.S. Compensation Policies effective for shareholder meetings occurring on or after February 1,...more
U.S. companies face a dizzying array of challenges, including from disruptive technologies and cybersecurity threats; economic and geopolitical uncertainties; climate change and evolving sustainability metrics; and questions...more
The Canadian Securities Administrators (CSA) have released CSA Consultation Paper 52-404 – Approach to Director and Audit Committee Member Independence (Consultation Paper) and are inviting comments on the current approach to...more
Delaware jurisprudence encourages decision-making by boards of independent and disinterested directors. If a transaction does not involve a controlling stockholder and is approved by a majority of disinterested and...more
Nasdaq, Inc. recently requested comments regarding possible updates to its “20% voting rule.” That rule, adopted in 1990, requires Nasdaq listed companies to obtain shareholder approval when issuing 20% or more of its stock...more