News & Analysis as of

Board of Directors Securities & Exchange Commission

Your Daily Dose of Financial News

by Robins Kaplan LLP on

The Peltz/P&G drama continues, with the company suggesting that Trian has lost its bid for a Board seat and the fund arguing that it disagrees with the company’s counting of the ballots....more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

P&G is banking on “a variation of America’s electoral arithmetic” as its best bet for keeping Trian’s Nelson Peltz away from its board. So . . . we’ll see him on there soon [?]....more

The Telia FCPA Resolution: Part V-Lessons Learned

by Thomas Fox on

Today, lessons learned. Over the past several blog posts, I have taken a deep dive into the Telia Company AB (Telia) Foreign Corrupt Practices Act (FCPA) enforcement action. Anytime you have new No. 1 in the all-time FCPA...more

Blog: CII Updates Its Best Practices For Proxy Access

by Cooley LLP on

As proxy access bylaws have continued to proliferate—with 60% of the S&P 500 now having adopted some form of proxy access provisions—the Council of Institutional Investors has decided that the time is right to update its 2015...more

NASDAQ Proposes Revisions to Shareholder Approval Rules

by Dechert LLP on

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

Under Delaware Law, the Occurrence of Alleged Illegal Conduct at a Company Is Not Enough to Plead Demand Futility Sufficient to...

In a shareholder derivative action, to survive a motion to dismiss for failure to plead facts showing demand futility, a derivative plaintiff must plead particularized facts showing either actual involvement by a majority of...more

Delaware Chancery Court Dismisses Caremark Claim For Failure To Adequately Allege That The Board Consciously Disregarded FCPA...

by Shearman & Sterling LLP on

On June 16, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery dismissed breach of fiduciary duty and other claims brought derivatively against the directors and former chief financial officer of...more

Proxy Access: Highlights of the 2017 Proxy Season

As we approach the end of the 2017 proxy season, the third since the New York City comptroller launched the Boardroom Accountability Project to enact proxy access across the U.S. market, proxy access has begun to transition...more

What Are The Reporting Obligations Under Section 16?

by Sullivan & Worcester on

Most in-house counsel of public companies are very familiar with the reporting obligations required by the trifecta – Form 8-Ks, Form 10-Qs and Form 10-Ks – but they oftentimes rely on outside counsel to help determine...more

Day 7 of One Month to Better Investigations and Report-How Investigations Inform Remediation

by Thomas Fox on

There is nothing like an internal whistleblower report about a FCPA violation, the finding of such an issue or (even worse) a subpoena from the DOJ to trigger the Board of Directors and senior management attention to the...more

Day 5 of One Month to Better Investigations and Reporting-the Board’s Investigation Protocol

by Thomas Fox on

Many companies have an investigation protocol in place when a potential Foreign Corruption Practices Act (FCPA) or other legal issue arises? However, many Boards of Directors do not have the same rigor when it comes to an...more

This Week in FCPA-Episode 55, the Covfefe Edition

by Thomas Fox on

This week, Jay and I have a wide-ranging discussion on some of the week’s top compliance related stories. We discuss: 1. Brazilian meatpacker JBS agrees to the largest fine ever for fine for bribery and corruption, $3.2bn...more

Unfair and Unbalanced-Episode 18

by Thomas Fox on

In this episode, Roy Snell and myself discuss how incentives are integral to the compensation plans of a wide range of workers. Many experts point to their value in rewarding behavior that is in the interest of the...more

Did The Harvard Shareholder Rights Project Prove Itself Wrong?

by Allen Matkins on

In December 2014, Stanford Law School Professor Joseph A. Grundfest and Daniel M. Gallagher incited an academic titanomachy when they released a draft of an academic paper provocatively entitled “Did Harvard Violate Federal...more

Stockholders' Complaint Survives Chancery's 'Corwin' Analysis

by Morris James LLP on

After a series of successful applications of the Corwin doctrine in Delaware's Court of Chancery, a plaintiff has finally survived a motion to dismiss where Corwin was applied. In In re Saba Software Stockholder Litigation,...more

"Cybersecurity Trends for Boards of Directors"

Cybersecurity has in recent years become an integral component of a board’s role in risk oversight, but directors often find themselves in unfamiliar territory when it comes to formulating policies and oversight processes...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

Developments in Disclosure of Financial Advisor Fees in M&A Transactions

by Dechert LLP on

Recent developments, including the U.S. Securities and Exchange Commission settlement with CVR Energy and related SEC Staff guidance, reinforce a trend towards more extensive disclosure of financial advisor fees in M&A...more

Department of Justice Fraud Section Provides Guidance on Evaluating Corporate Compliance Programs

by Jones Day on

On February 8, 2017, the United States Department of Justice ("DOJ") Fraud Section published a blueprint for assessing corporate compliance efforts, titled "Evaluation of Corporate Compliance Programs" ("Guidance"). It...more

Bass, Berry & Sims Releases Securities & Shareholder Litigation 2017: A Look Ahead

by Bass, Berry & Sims PLC on

Bass, Berry & Sims PLC announces the release of its annual "Securities & Shareholder Litigation 2017: A Look Ahead," a high-level report that covers recent developments and offers best practices for the year ahead. The newly...more

"US Corporate Governance: Will Private Ordering Trump Political Change?"

In the weeks following the U.S. presidential election, companies and investors enjoyed a stock market rally fueled by expectations concerning tax cuts, increased government spending and significant deregulation. While the...more

"Directors Must Navigate Challenges of Shareholder-Centric Paradigm"

The corporate governance landscape has become more complicated, making it more difficult for directors to manage the often inconsistent demands of multiple constituencies while pursuing the fundamental fiduciary obligation to...more

C-Suite Misconduct Results in Sociedad Quimica Y Minera FCPA Resolution with DOJ and SEC

by Michael Volkov on

In an unusual FCPA enforcement action, the Justice Department and the SEC resolved FCPA violations against Sociedad Quimica y Minera, a Chilean chemical and mining company, for a total of $30.5 million, for paying...more

Reminders for US Public Companies for the 2017 Annual Reporting and Proxy Season

by White & Case LLP on

This memorandum outlines certain considerations for US public companies in preparation for the 2017 annual reporting and proxy season. Part I of this memorandum discusses new developments and practical action items for the...more

Corporate Communicator - 2017 Annual Meeting Season

by Snell & Wilmer on

Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more

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