CEOs Board of Directors

News & Analysis as of

Blog: DE Court Comments on Block-Holder Rights in OptimisCorp

The Delaware Supreme Court issued an Order this week in OptimisCorp v. Waite that could have implications for VC-backed or other companies with so-called “block-holder” directors – or directors who are appointed by a...more

CCOs: Living in the Land of False Promises

We all have heard the scenario involving a compliance professional. A new CCO joins a company with promises from the board, the CEO and senior executives of cooperation, compensation and support for a robust independent...more

2016 NACD Private Company Governance Survey Results

The National Association of Corporate Directors (NACD) recently released its 2015-2016 NACD Private Company Governance Survey. In an article in the March 2016 edition of “Private Company Director” – a monthly publication...more

Cybersecurity Advice to CEOs and Boards “Take more responsibility”!

The White House and its top security advisors are regularly advised about cyberintrusions and as a result the “time has come for CEOs and Boards to take personal responsibility for improving their companies’ cyber security”...more

Blog: ISS Study Shows Board Leadership Structure Affects CEO Compensation

According to a new report from ISS, the structure of board leadership plays a significant role in relative levels of CEO compensation. Combining the CEO and board chair titles is still the most prevalent leadership structure...more

Blog: Where You Stand On CEO Comp Depends On Where You Sit

CEO Pay, Performance, and Value Sharing, a paper by academics at the Stanford Business School, discusses the disconnect between the perceptions of CEO pay among directors (who set CEO pay) and the public (who ultimately pay...more

Blog: Does The Rise Of The “New Insider” Mean That It’s Time For A Board Refreshment Policy?

The term “board refreshment” may elicit some giggles – no, we’re not talking about shots of The Balvenie 50-Year Old Single Malt Scotch Whisky, Speyside, Scotland – but the topic of director tenure is increasingly becoming...more

"Indian Insurance Sector Welcomes Foreign Investment With Limits on Control"

As part of the Indian government’s plans to encourage foreign investment, in 2015 it increased the foreign ownership cap in the Indian insurance sector from 26 percent to 49 percent. The increase, however, did not affect the...more

Corporate Governance Survey — 2015 Proxy Season Results

A Comparison of Large Public Companies and Silicon Valley Companies - As outside legal counsel to a wide range of public companies in the technology and life sciences industries, many of which are based in Silicon...more

Caspian Select Credit Master Fund Ltd. v. Gohl, C.A. No. 10244-VCN (Del. Ch. Sept. 28, 2015) (Noble, V.C.)

In this memorandum opinion, the Court of Chancery granted in part and denied in part a motion to dismiss direct and derivative claims against the company’s board and controlling stockholders for breaches of fiduciary duty...more

Gorman v. Salamone: Updating Delaware Law on the Removal of Officers by Stockholders

The power to remove officers is usually reserved for a Delaware corporation’s board of directors. Express language in a certificate of incorporation can reserve this power for stockholders, and until recently, Delaware courts...more

Blog: Paper Debunks Seven Board Myths

In “Seven Myths of Boards of Directors,” two academics from Stanford Business School set about debunking some of the most common and persistent expectations regard best practices in board structure, composition and procedure....more

ISS Releases 2016 Draft Voting Policy Changes for Comment

On October 26, Institutional Shareholder Services (ISS), a leading proxy advisory firm, released for comment draft voting policy changes for 2016. The three proposals are as follows...more

N.D. Cal.: Internal Whistleblowers Are Protected and May Sue Individual Directors

On October 23, 2015, the U.S. District Court for the Northern District of California largely denied a motion to dismiss a whistleblower retaliation claim brought by a company’s former general counsel, ruling that: (I) the SOX...more

Ninth Circuit Rejects Adverse-Interest Exception in Fraud-on-the Market Securities Class Actions

Last week, the Ninth Circuit issued a decision that could affect analyses of corporate scienter in securities class actions. The court reversed the dismissal of In re ChinaCast Education Corporation Securities Litigation and...more

Securities Class Action Defense Counsel Selection: An Interview Process is Essential

When a public company purchases a significant good or service, it typically seeks competitive proposals. From coffee machines to architects, companies invite multiple vendors to bid, evaluate their proposals, and choose one...more

Charney v. American Apparel, Inc., C.A. No. 11098-CB (Del. Ch. Sept. 11, 2015) (Bouchard, C.)

In this opinion, the Court of Chancery held that Dov Charney (“Charney”), the former CEO of American Apparel, Inc. (the “Company”), was not entitled to advancement of litigation fees and expenses under either the Company’s...more

Court of Chancery Explains Notice Required Before Directors Act

This decision concerns a soap opera with bizarre facts and alleged witness tampering that hopefully will never be repeated. It does have a good discussion on what notice the board of directors must give to a controller before...more

Calculating the Incalculable: Reputational Damage (Part I of III)

Today I am beginning a three-part series on reputational damage. The first part tries to define the term “reputational damage;” the second part focuses on managing threats to a company’s reputation and the final posting...more

Court of Chancery Affirms Director Primacy in Delaware Corporate Law

The Court of Chancery recently affirmed the primacy of the board of directors in Delaware corporate law in a case that involved an attempt by the majority stockholder of a Delaware corporation to amend the corporation’s...more

Middle Market Focus: Driving Boards Forward, a Conversation with Jason Pappas of Antson Capital Partners

Previously published in Balitmore City Biz List. Perhaps the greatest challenge facing corporate boards and management teams is how to align around and execute on a shared vision. Jason Pappas, Managing Partner of Antson...more

Ten Key Elements of an AML Compliance Program

AML compliance reminds me of a classic Three Stooges scene from A Plumbing We Will Go – Curly, as one of the plumbers, continues to add pipes to a leaking bathtub, only to be surprised when the water continues to come out of...more

Friedman v. Dolan, C.A. No. 9425-VCN (Del. Ch. June 30, 2015) (Noble, V.C.)

In this letter opinion, the Court of Chancery dismissed claims for breach of fiduciary duty and waste under Chancery Rule 12(b)(6), holding that the business judgment rule, rather than entire fairness review, applied to...more

Blog: Does Auditor Rotation Impair Professional Skepticism?

CFO.com is reporting on a study published in a leading accounting journal The Accounting Review (payment required) that reaches the counter-intuitive conclusion that auditor rotation actually impairs professional skepticism....more

Refining a CCO’s Reporting Relationship to a Corporate Board

You can observe a lot by just watching – Yogi Berra There is way too much time being spent on esoteric arguments about corporate board reporting responsibilities for Chief Compliance Officers. Let’s agree and move on to...more

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