Corporate Governance

News & Analysis as of

New non-financial reporting requirements for certain large listed companies

Changes to the UK's narrative reporting framework have come into effect for financial periods starting on or after 1 January 2017. The UK introduced a new narrative reporting framework in October 2013 in the form of the...more

ISS and Glass Lewis Update Their Proxy Voting Guidelines for 2017

Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two of the leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for...more

2017 Proxy Season: Key ISS Compensation-Related Updates

Companies should consider compensation-related changes to ISS policies when preparing for annual meetings on or after February 1, 2017. Institutional Shareholder Services (ISS) recently released updates to its 2017...more

Informal shareholder resolutions: the Duomatic principle considered

A recent High Court decision has considered whether a company's shareholders had informally amended the company's articles of association under the so-called Duomatic principle. The case highlights issues which can arise from...more

I Deliver Some Round Observations About California’s Rounding Rule

Yesterday’s post concerned various actions that a California corporation may pursue in lieu of issuing fractional shares. I left for today the subject of rounding. Section 407 of the Corporations Code expressly permits...more

New corporate governance requirements in Hong Kong

New corporate governance standards for insurers authorised in Hong Kong came into effect on 1 January 2017. Hong Kong incorporated insurers and overseas insurers with a certain threshold of Hong Kong business must comply with...more

Year in Review: Legislation and Guidance for Financial Institutions in 2016

The regulation of federally regulated financial institutions (FRFIs) continued intensifying in 2016 with a new wave of legislative and regulatory initiatives impacting mortgage lending, the bank resolution regime, the life...more

Corporate News – January 2017

First director disqualification: UK focus on pursuing individuals as well as companies for breach of competition law - The UK's Competition and Markets Authority has secured its first disqualification of a director of a...more

Breaking Up Is Not Hard To Do – Fractions, Scrip And Scrippage

The California General Corporation Law explicitly authorizes a corporation to issue fractional shares. Cal. Corp. Code § 407. A corporation, however, is not required to do so. Id. In lieu of issuing fractions, a...more

Mind the (Pay) Gap: Retailers May Want to Prep for Pay Equity Inquiries From Investors

In 2016, several technology companies received or responded to proposals from investors that requested shareholder votes regarding whether the companies should be required to prepare reports addressing their policies and...more

Boardroom Perspectives: Proxy Access – Preparing for the 2017 Proxy Season

As shareholders continue to submit proxy access proposals, public companies may wish to consider proxy access and develop a response plan. Many public companies have received shareholder proxy access proposals in...more

Calling All Stock Certificates

Last week, Broc Romanek’s Mentor Blog addressed the question of what to do about outstanding stock certificates following a reverse stock split. Today, I’ll weigh in with a California perspective....more

Election Result Risk Factors

January is a good time for calendar-year-end companies to re-evaluate, and update as necessary, their Form 10-K risk factors. This year in particular, the November election results introduce a wide range of new considerations...more

What is Your Ethical Culture?

The indictments last week of executives from Tanaka and Volkswagen roiled many in the business world and ethics and compliance arena. Coming on the heels of the Wells Fargo scandal, one might wonder how corporations can stop...more

Reform of corporate criminal liability for economic crime

On 13 January, the UK Ministry of Justice issued a Call for Evidence on the reform of corporate criminal liability for economic crime. This follows statements by the UK government in 2016 about extending corporate criminal...more

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

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

2016 Year In Review: Corporate Governance Litigation And Regulation

2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more

Desktop Reference: 8-K Filing Events 2017

Latham & Watkins has created the Form 8-K Filing Events and Periodic Report Filing Dates Desktop Reference Guide for 2017....more

Compliance Trends and Predictions for 2017

The past year was another great success for the compliance profession and related technologies. Compliance continues to grow as the “professionalization” of compliance continues to skyrocket. As my good friend Donna Boehme...more

Blog: Is There A Fix For Short-Termism?

Much has been written about the problems associated with the prevalence of short-term thinking in corporate America. As noted in a post from The Harvard Law School Forum on Corporate Governance and Financial Regulation, a...more

Blog: Likely Interim SEC Chair Spells Out His Priorities

According to this article in the WSJ, SEC Commissioner Michael Piwowar, who will probably become acting Chair when current Chair Mary Jo White steps down this month, has agreed with fellow Commissioner Kara Stein about...more

Fixing the Shareholder Proposal Process

Battles over proxy access have taken center stage over the past few years in the form of activist shareholder proposals and proposed SEC rulemaking. Now Business Roundtable is suggesting that the entire Rule 14a-8 shareholder...more

Corporate Law & Governance Update - January 2017

The following developments from the past month offer guidance on corporate law and governance law as they may be applied to nonprofit health care organizations: HEALTH POLICY INITIATIVES - Perhaps the most...more

In-House Perspective: Management and Boards Must Think Like Activist Investors

Management and boards aren’t usually considered activists, but when it comes to fighting for diversity in boards and leadership, many can actually learn from activist strategies....more

Delaware Chancery Court Confirms the Invalidity of Fee-Shifting Bylaws for Stock Corporations

In Solak v. Sarowitz, C.A. No. 12299-CB (Del. Ch. Dec. 27, 2016), the Delaware Court of Chancery held that plaintiff stated a claim that a stock corporation’s fee-shifting bylaw was facially invalid under Section 109(b) of...more

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