Corporate Governance

News & Analysis as of

Blog: Blackrock CEO Asks Companies To Provide Board-Approved Strategic Framework For Long-Term Value Creation

While Laurence D. Fink, co-founder and chief executive of BlackRock, has been decrying short-termism for a number of years, in his 2016 corporate governance letter to CEOs, he takes his advocacy a step further....more

Preparing for the 2016 AGM and reporting season

As the 2016 AGM and reporting season gets underway, this bulletin gives an overview of the key changes affecting listed companies....more

Blog: NACD Governance Survey Reports On Top Board Priorities, Time Commitment And Other Matters

The National Association of Corporate Directors has made available the highlights of its 2015-2016 Public Company Governance Survey of over a thousand directors and executives. The survey reveals that the top...more

Court Of Chancery Explains Section 205 Jurisdiction

Under the fairly new provisions of Section 205 of the DGCL, the Court may validate certain “defective corporate acts,” including “any act or transaction purportedly taken by or on behalf of the corporation that is … within...more

2016 Proxy Season Checklist – What You Need to Know

As we roll into a new year and a new public company reporting season, public companies should be aware of a number of rule changes and rulemakings, Securities and Exchange Commission (SEC) staff guidance, disclosure trends...more

Recent Amendments to the Nonprofit Revitalization Act of 2013

On October 26, 2015 and December 11, 2015, Governor Cuomo signed into law certain clarifying amendments (the “Amendments”) to the provisions of the New York Not-For-Profit Corporation Law that were enacted as part of the...more

Tribute to the Jefferson Airplane and Communications in Compliance

There are times when the universe converges in some of the oddest coincidences. It happened one day last week when two members of the original Jefferson Airplane lineup died on the same day. Most people familiar with what my...more

Governance & Securities Law Focus: Europe Edition, January 2016

In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. Please see full Newsletter below for more...more

Results of the 2015 Proxy Season in Silicon Valley

Shareholder activism has been a significant phenomenon amongst the largest U.S. public companies, with activists of a variety of stripes waging campaigns on a wide range of issues. As such activism has continued to grow, it...more

ISS Publishes Updates to Its 2016 Executive Compensation Policies

On January 22nd, Institutional Shareholder Services Inc. (“ISS”) updated its Frequently Asked Questions for US Executive Compensation Policies and US Equity Compensation Plans. The original FAQs were published on December 18,...more

Overboarding–How Many Directorships are Too Many?

Every so often, the issue of “overboarding”—meaning directors serving on too many boards—pops up in the news or in corporate governance circles. On January 21st, a Wall Street Journal article by Joann S. Lublin entitled How...more

Blog: Directors Say: Do As I Say, Not As I Do

The firm surveyed directors at more than 300 companies (public, private and not-for-profit). The article reports that, while 75% of those surveyed said that they supported age and tenure restrictions, 61% said that they were...more

Top 10 Topics for Directors in 2016: Executive Compensation

Executive and Director Compensation - Perennially in the spotlight, executive compensation will continue to be a hot topic for directors in 2016. But this year, due to the SEC’s active rulemaking in 2015, directors will...more

Reminders for Public Companies for the 2016 Annual Reporting and Proxy Season

This memorandum summarizes key developments that public companies should consider in drafting their disclosures and reviewing their existing corporate governance policies and procedures in preparation for the 2016 annual...more

Desktop Reference: 8-K Filing Events

Latham & Watkins has created the Form 8-K Filing Events and Periodic Report Filing Dates Desktop Reference Guide for 2016....more

So what is a Cap Table anyway and why do I need one?

As a founder of a start-up, there are countless things you worry about, and attending to corporate formalities is probably the last thing on your to-do list. However, imagine you have just been approached by a potential...more

"Recent Shareholder Activism in Asia Could Signal Changing Attitudes"

Levels of shareholder activism are reaching record highs in the United States, and such activity has become increasingly prevalent in Europe. But with the exception of Japan, Asia often is seen as a relative backwater in this...more

Securities Law and Corporate Governance Developments: A Look Back at 2015 and a Preview of 2016

Initiatives by Congress, the Securities and Exchange Commission (SEC), activist shareholders, and federal and state courts from 2015 will reshape public company disclosure and policies, and offer new avenues for private...more

"Director Compensation in the Spotlight"

Individuals serving on company boards of directors should carefully examine director compensation programs and decisions involving their own compensation following an April 30, 2015, ruling by the Delaware Court of Chancery....more

Corporate Governance Considerations in Light of the Yates Memo

Last fall, United States Deputy Attorney General Sally Yates released a memorandum titled “Individual Accountability for Corporate Wrongdoing.” The “Yates Memo” is the latest installment in a series of prosecution guidelines...more

M&A Update: Highlights from 2015 and Implications for 2016

A record-setting year for M&A deal activity, 2015 also yielded several important legal decisions and highlighted significant trends that are likely to influence M&A market participants in 2016 and beyond. Increased...more

"US Corporate Governance: Have We Crossed the Rubicon?"

The general themes on the corporate governance front — shareholder activism, governance activism, scrutiny of board composition, concerns regarding board oversight of risk management, director-shareholder engagement — remain...more

5 Securities Litigation Issues to Watch in 2016

The coming year promises to be a pivotal one in the world of securities and corporate governance litigation. In particular, there are five developing issues we are watching that have the greatest potential to significantly...more

Significant Developments in Corporate Governance and M&A Law in 2015

There were important developments in 2015 in Delaware law concerning issues of corporate governance and/or arising in the context of M&A transactions. These developments arose from a number of sources, including statutory...more

Top 10 Topics for Directors in 2016: Audit Committees

Audit Committees - Averaging 8.8 meetings a year, audit continues to be the most time-consuming committee.i Audit committees are burdened not only with overseeing a company’s risks, but also a host of other...more

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