Corporate Governance

News & Analysis as of

Why Some Delaware Corporations May Be Concerned With California’s Supermajority Vote Requirements

Section 710(b) of the California Corporations Code defines a “supermajority vote” as a requirement set forth in a corporation’s articles of incorporation (or certificate of determination) that specified actions be approved by...more

Department of Justice Issues Principles of an Effective Compliance Program

The Department of Justice issued a directive entitled “Evaluation of Corporate Compliance Programs.” The document provides insight into the analysis used by the DOJ to assess the effectiveness of a corporate compliance...more

Ten things to consider when you do a leveraged finance deal in Germany

European Leveraged Finance Alert Series: Issue 2 - As forecasted in our 30 January 2017 publication "European leveraged debt fights back," we expect 2017 to be a year where high yield bonds and covenant light "term loan...more

KPMG Issues 2017 Global Audit Committee Pulse Survey

Recently, KPMG released its 2017 Global Audit Committee Pulse Survey, which reports on audit committee activities based on survey responses from 800 audit committee members across 42 countries. Asking, "Is Everything Under...more

Senegal's new Mining Code

In October 2016, the Senegalese Parliament passed a new Mining Code (the New Mining Code), which affects the way mining permits are processed, places additional social and environmental obligations on mine operators and...more

DOJ Releases New Guidance on Compliance Programs

On February 8, 2017, the Fraud Section of the Department of Justice (“DOJ”) quietly published pointed and specific guidance on how it assesses – and intends to assess – compliance programs in a report titled “Evaluation of...more

Blog: Recent trends in proxy statements

It just isn’t proxy season without some kind of account of the latest trends in proxy statements, so here’s one from CFO.com. The first data point comes as no surprise: proxies are getting longer, providing more graphics...more

Board of Advisors

Tom Burke (Chief Financial Officer of Hydra Biosciences), Joshua Fox (Partner at WilmerHale), Mike Massaro (Chief Executive Officer of Flywire) and Sameer Sabir (Chief Financial Officer of SevenOaks Biosystems) spoke at...more

Repeal of Resource Extraction Disclosure Rule

On February 14, 2017, President Trump approved Congress’ joint resolution to repeal the SEC’s resource extraction disclosure rule. That action effectively brings to a conclusion the SEC’s efforts to implement a resource...more

DFS Final Cyber Regulation: Accountability at the Top

Over the last few months, the New York Department of Financial Services (“DFS”) cybersecurity regulation has undergone multiple revisions. But late last week, DFS issued its final regulation, which will go into effect on...more

NYSE’s Annual Guidance Memo

Earlier this month, the staff of NYSE Regulation issued its annual guidance memorandum, which highlights recent NYSE developments and other points of emphasis for the coming year. This year’s guidance includes nearly twenty...more

Major Changes to Business Entity Laws in Pennsylvania Beginning February 21, 2017

Pennsylvania has enacted a comprehensive set of laws (Act 170) modernizing the treatment of unincorporated associations, including limited liability companies, limited partnerships, limited liability partnerships, limited...more

"Key Takeaways: Corporate Governance Series — Key SEC Financial Reporting, Accounting and Enforcement Matters"

On February 2, 2017, Skadden hosted a webinar titled “Key SEC Financial Reporting, Accounting and Enforcement Matters,” the third installment of our four-part Corporate Governance Series focused on trends in corporate...more

Important Reminders for the 2017 Proxy Season

The following are some important reminders and updates for the 2017 proxy season. Say-When-on-Pay - Required Vote in 2017 - The Securities and Exchange Commission (SEC) requires companies to conduct a...more

Governance & Securities Law Focus: Latin America Edition - February 2017

This newsletter provides a snapshot of the principal US and selected international governance and securities law developments during the fourth quarter of 2016 that may be of interest to Latin American corporations and...more

Blog: Shareholder Proposals Regarding Lead Director Tenure: A Harbinger Of Things To Come?

The topic of director tenure has increasingly become the focus of both academics and investors. Some argue that long-term directors contribute deep knowledge of the company and provide experience, historical memory and...more

The ReSET – The Afterlife

When selling their company, entrepreneurs put all their energy on getting the deal done on the most favorable terms possible. As mentioned in last week’s ReSET, the odds are that the buyer will impose an earn-out or similar...more

The Financial Report, Volume 6, Number 3

The Ninth Circuit Court of Appeals in San Francisco is poised to rule on, with respect to President Donald Trump’s recent executive order on immigration, the question of how much power a president has to issue executive...more

Corporate Governance for Commercial Telcos

John Pietila presented this webinar on corporate governance issues to the NTCA - The Rural Broadband Association in February 2017. Please see full Presentation below for more information....more

Bermuda – Proactively Seeking to Grow its Influence as an Off-Shore Investment Jurisdiction

Bermuda has long been a favorite jurisdiction of captive insurance companies and insurance-linked investment funds. More than 70% of the $25 billion in global insurance-linked securities (ILS) volume is listed on the Bermuda...more

Independent Directors

Tom Burke (Chief Financial Officer of Hydra Biosciences), Joshua Fox (Partner at WilmerHale), Mike Massaro (Chief Executive Officer of Flywire) and Sameer Sabir (Chief Financial Officer of SevenOaks Biosystems) spoke at...more

Board Governance and Risk Oversight

One of the ongoing questions from members of Board of Directors is how to resolve the tension between oversight and managing. I recently had the opportunity to visit with Joe Howell, the Executive Vice President (EVP) of...more

EGC Corporate Governance Practices: A survey and related resources - February 2017

During 2016, there were relatively few companies that completed initial public offerings (“IPOs”). Some commentators attribute the dearth of IPOs in 2016 to volatility arising from, among other things, Brexit and the U.S....more

2016 Securities and M&A Litigation Year in Review

Wilson Sonsini Goodrich & Rosati is pleased to present its 2016 Securities and M&A Litigation Year in Review. This report covers some of the major developments in securities and M&A litigation over the past year....more

Getting To The Point On Director Elections

Last week in The Mentor Blog, Broc Romanek mentioned a blog posting of mine from September 2015: Was This Director Duly Elected Or Appointed? My post was concerned Intelligent Digital Systems, LLC v. Beazley Ins. Co., Inc.,...more

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