News & Analysis as of

C-Suite Executives Board of Directors

NAVEX

[Virtual Conference] NAVEX Next 2024 - September 19th, 7:30 am - 3:30 pm ET

NAVEX on

13th Annual Risk & Compliance Virtual Conference | Thursday, September 19 - A thriving future begins with smart governance, risk and compliance decision-making today. Join thousands of your peers at this complimentary...more

Allen Matkins

Professor Bainbridge Queries Whether SB 313 Eviscerates Omnicare, But Does That Question Have Any Relevance To California...

Allen Matkins on

Delaware practitioners and legal scholars are digesting the implications of SB 313 which adds a new Section 122(18) to the Delaware General Corporation.  According to the bill's synopsis, this new provision...more

KPMG Board Leadership Center (BLC)

Board oversight of GenAI

Like few topics before it, generative artificial intelligence (GenAI) has dominated discussions in many C-suites over the last year. Boards are playing a crucial role in both encouraging management to accelerate the pace of...more

NAVEX

Risk & Compliance as a Strategic Imperative for the Board

NAVEX on

In an era marked by heightened global regulatory scrutiny and enforcement, the landscape of risk and compliance is undergoing an evolution making the strategic imperative for effective, risk-based compliance initiatives...more

Allen Matkins

Is The General Counsel Ipso Facto A Corporate Officer?

Allen Matkins on

One difficulty of answering the question of whether a general counsel is a corporate officer is that the California General Corporation Law does not define "officer".  Corporations Code Section 312(a) requires a corporation...more

Bennett Jones LLP

Special Committees: Frequently Asked Questions

Bennett Jones LLP on

Special committees have evolved as a key corporate governance mechanism to assist boards of directors in discharging their fiduciary duties. Applicable securities laws mandate the use of special committees in connection with...more

A&O Shearman

SEC Brings Charges Under Enforcement Initiative Directed at Insider Report Compliance Failures

A&O Shearman on

On September 27th, 2023, the SEC brought charges against six officers, directors and major shareholders of public companies for repeated failures to make timely filings pursuant to Section 13 and Section 16 of the Securities...more

A&O Shearman

Senate Proposes to Extend Section 16 Requirements to Foreign Private Issuers

A&O Shearman on

The U.S. Senate recently passed the National Defense Authorization Act for Fiscal Year 2024 (the “NDAA”), which, if enacted, would subject insiders (i.e., directors, executive officers and greater than 10% shareholders) of...more

Allen Matkins

When It Comes To Service Not Every Domestic Corporation Is A Corporation

Allen Matkins on

Yesterday's post mentioned mentioned Chapter 17 of the California General Corporation Law which governs service of process in addition to the provisions of the California Code of Civil Procedure.  Corporations Code Section...more

Sheppard Mullin Richter & Hampton LLP

Organizational Integrity Shorts: Setting The Table For Good Decision-Making: And Making Sure The Chief Legal Officer Has A Seat At...

Welcome to the 10th edition of OIG Shorts. In this post we discuss why it’s important that Chief Legal Officers (and Chief Ethics & Compliance Officers) have meaningful, real-time involvement in the key legal, organizational,...more

Allen Matkins

Was "Principal Executive Office" A Grave Tautology?

Allen Matkins on

Last week, I wrote about legislation, 2022 Cal. Stats. ch. 617, that among other things eliminated the word "executive" from the numerous sections of the California Corporations Code containing the phrase "principal executive...more

Society of Corporate Compliance and Ethics...

Navigating CCO liability risks: Tips for staying out of the SEC's crosshairs

The issue of chief compliance officer (CCO) liability has long been debated; it has become a grave concern for CCOs, CEOs, and other C-suite executives who put on “too many hats” within an organization and take on the firm’s...more

A&O Shearman

Delaware Court Of Chancery Holds That Corwin Cleansing Does Not Apply To Claims For Injunctive Relief Related To Alleged Defensive...

A&O Shearman on

On May 1, 2023, Vice Chancellor Morgan T. Zurn of the Delaware Court of Chancery denied a motion to dismiss a putative stockholder class action asserting a breach of fiduciary duty claim against the directors of a...more

A&O Shearman

Delaware Court Of Chancery Declines To Dismiss Breach Of Fiduciary Duty Claims Against Nondirector Officer, Holding That Officers...

A&O Shearman on

On January 25, 2023, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery denied a motion to dismiss a derivative suit brought by stockholders asserting breach of fiduciary duty claims against a former officer...more

Latham & Watkins LLP

Delaware Chancery Court Extends Oversight Duties to Non-Director Corporate Officers

Latham & Watkins LLP on

Non-director officers may face liability for failing to properly oversee the corporation’s affairs and ignoring “red flags” within their “areas of responsibility.” Key Points: ..The McDonald’s Corporation’s response...more

Burns & Levinson LLP

So You Want to be a GC – 2023 Edition

Burns & Levinson LLP on

While many attorneys aspire to be a General Counsel, the path to becoming a company’s chief legal officer can be even more convoluted than becoming a partner at a law firm. Recently, it was my pleasure to host an engaging...more

Latham & Watkins LLP

ESG Insights: 10 Things That Should Be Top of Mind in 2023

Latham & Watkins LLP on

Navigating a global patchwork of ESG regulation and enforcement while preparing for greenwashing claims and other ESG litigation will likely be among the main concerns for companies in 2023. Both anticipated and less...more

Sheppard Mullin Richter & Hampton LLP

Mergers & Acquisitions Insights: Perspectives from the Boardroom and C-Suite

Kandace Watson, Corporate M&A Partner, Sheppard Mullin, and Michael-Bryant Hicks, a seasoned EVP, General Counsel & Corporate Secretary recently discussed mergers and acquisitions perspectives from the Boardroom and C-Suite....more

Sheppard Mullin Richter & Hampton LLP

Delaware Supreme Court Holds Novel Pre-Closing Dividend Transaction Structure Does Not Thwart Appraisal Remedy

In In re GGP Stockholder Litigation, 2022 WL 2815820 (Del. July 19, 2022), an M&A transaction split the merger consideration into two parts: an oversized pre-closing dividend totaling over $9 billion, followed by a nominal...more

Guidepost Solutions LLC

Tax Benefits for Improving the C-Suite’s Security: A Look at IRS Code 132 and Working Condition Fringes

What if I told you that a security assessment of your business and residence could provide tax deductible expenses for private air transportation, a security driver, and executive protection agents and have favorable tax...more

Mitratech Holdings, Inc

[Webinar] 2022 Report on State of DEI in Small and Medium Size Organizations - August 4th, 9:00 am PT

As it’s getting harder every day for small and medium size organizations to compete for talent, customers and investment dollars, DEI is one of the few key differentiators still available. Over half of the workforce is...more

American Conference Institute (ACI)

[Event] ESG Think Tank - November 30th, National Harbor, MD

Closed-Door, “Off the Record” Benchmarking on Critical ESG Issues! ACI’s inaugural ESG Think Tank is scheduled for November 30th in Washington, DC! This in-person “boardroom-style” forum will provide meaningful...more

Wilson Sonsini Goodrich & Rosati

Delaware Supreme Court Eliminates Gentile Dual Natured Claims

On September 20, 2021, the Delaware Supreme Court overruled its 2006 decision in Gentile v. Rossette, eliminating so-called "dual natured" simultaneous direct and derivative claims for breach of fiduciary duty. The decision...more

Adams and Reese LLP

[Webinar] Ransomware Attacks: Could the Board of Directors be Liable? - June 17th, 11:00 am - 12:00 pm ET

Adams and Reese LLP on

Ransomware attacks are on the rise and the trend is not going to change anytime soon. It’s no longer a question of ‘if’ your company will be targeted, but “when” will it happen. Now is the time for organizations to get...more

Eversheds Sutherland (US) LLP

New York Department of Financial Services to collect data from insurers relating to gender, racial, and ethnic composition of...

The New York Department of Financial Services (DFS) has issued Insurance Circular Letter No. 5 (2021) (Circular Letter) relating to insurer diversity in the boardroom and C-suite. The Circular Letter outlines new...more

79 Results
 / 
View per page
Page: of 4

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide