CEOs

News & Analysis as of

FASB Updates for 2016 Financial Statements Could Impact Permissible Adjustments under Code Section 162(m)

IRC Section 162(m) provides that a public company may not deduct annual compensation paid to a “covered employee” in excess of $1,000,000 per year, other than certain “qualified performance-based compensation.” For these...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

"SEC Moves to Complete Final Rules for Executive Compensation Disclosures"

Public companies should start preparing for the new executive compensation disclosures mandated by the Dodd-Frank Act as the Securities and Exchange Commission (SEC) moves to complete these rulemakings in the next year. The...more

Reimbursement of Employee Political Contributions Could Lead to Jail Time for CEO

Recent charges against a Pennsylvania CEO serve as a reminder of how important it is for corporate counsel and executives to ensure that corporate funds are not being used to support political candidates in violation of...more

Guns at Work: Is Your Employment Handbook Loaded to Fire?

Guns seem to always be in the spotlight, or at least in the legal stage’s side light. Proponents of gun safety or regulation clash with those who believe everyone of sound mind has the right to bear arms. There are extremists...more

SEC Adopts Pay Ratio Disclosure Rule

The SEC adopted a final rule in August of 2015 requiring companies to disclose the ratio of their CEOs’ compensation to that of the median compensation of their employees, which includes part-time, temporary and foreign...more

California Court Permits FCA Claim Involving Medicare “Referral and Regeneration” Scheme to Proceed Against Healthcare CEO

In a recent opinion, the Northern District of California allowed FCA claims to proceed against the CEO of a skilled nursing facility operator. John Orten, the whistleblower in the suit, was a former nursing home...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

Defining Compliance 2.0: The CCO (Part 3 of 5)

These are heady days for Chief Compliance Officers. Over the last 20 years, the CCO has moved from the backwater of corporate offices to the front and center of the power structure. We now have debates over the...more

Turning the CEO Around: How to Make Sure the CEO Embraces Ethics and Compliance

Your CEO is either on board for compliance, or he/she is not. There is no half-way mark here, no way to deceive or soft-shoe your way through the compliance requirement....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

Corporate Investigations & White Collar Defense - October 2015

"Wherefore Art Thou Due Process?" Part III - Why it matters: It is time for another installment in our continuing "Wherefore Art Thou Due Process?" coverage into the ongoing constitutional challenges to the SEC's...more

An Interview with James C. Cherry, CEO, Park Sterling Bank

With more than three decades of experience in banking in North Carolina and Virginia, Park Sterling’s CEO James C. Cherry has a lot to say about the state of community banks and their future. He graciously took the time to...more

Business Litigation Reporter October 2015

Goodwin Procter’s Business Litigation Reporter provides timely summaries of key cases and other developments within dedicated Business Litigation sessions and related courts throughout the country – courts within which...more

The Ethics Advisor: The Proper Roles of Staff and Elected Officials

Most cities in California (an overwhelming 97 percent) operate under the “Council-Manager form of government,” under which the elected councilmembers directly hire and oversee one top-level employee (the city manager) to...more

Community Banking Excellence - Issue 3, 2015

In This Issue: - Another Perspective - James C. Cherry, Chief Executive Officer, Park Sterling Bank: With more than three decades of experience in banking in North Carolina and Virginia, Park Sterling's CEO James C....more

[Event] 2015 Cybersecurity Seminar: Identifying and Mitigating Data Breaches and Related Liabilities - Oct. 29th, Richmond, VA

October is National Cyber Security Awareness Month! Please join Williams Mullen, Marsh and EY for an in-depth discussion on effective strategies for identifying and mitigating data breach and related liabilities. WHO...more

All In: Information Readiness in the Wake of VW and the Yates Memo

I’m not much of a gambler, so I steered clear of the tables and slots at SCCE’s Annual Compliance and Ethics Institute in Vegas last week. That said, I really think if I’d have made a dollar for every time I heard the words...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

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