News & Analysis as of

Corporate Governance

Financial Services Quarterly Report - Second Quarter 2017: Hong Kong Consultation on Guidelines on Online Distribution and...

by Dechert LLP on

The use of online platforms for distribution of financial products has become increasingly popular in Hong Kong. In May 2017, the Hong Kong Securities and Futures Commission (SFC) issued a Consultation Paper inviting comments...more

Blog: Does The Health Of The Economy Depend On Getting The Role Of Shareholders Right?

by Cooley LLP on

Are shareholders really the “owners” of corporations? Even though shareholders have no responsibilities to the corporations they “own”? Should corporations be managed for the sole purpose of maximizing shareholder value? Are...more

Proxy Access: Highlights of the 2017 Proxy Season

As we approach the end of the 2017 proxy season, the third since the New York City comptroller launched the Boardroom Accountability Project to enact proxy access across the U.S. market, proxy access has begun to transition...more

French Legal and Regulatory Update - May 2017

by Hogan Lovells on

The Paris office of Hogan Lovells is pleased to provide this English language edition of our monthly e-newsletter, which offers a legal and regulatory update covering France and Europe for May 2017. Please see full...more

The European Commission Places Environmental, Social and Governance (ESG) Issues Centre Stage

by Latham & Watkins LLP on

The European Commission has recently published plans to integrate sustainability considerations into decisions made by investors within the EU. More specifically, the EU is looking to spell out in legislation, that the...more

Delaware Supreme Court Scolds Special Committee Member that Joins Law Firm

The Delaware Supreme Court upheld the Chancery Court decision in Chester County Retirement Systems v. Collins et al. In so doing, it noted one troubling aspect of the record as follows: The plaintiff’s complaint pointed...more

“Creating Hope and Opportunity for Investors, Consumers and Entrepreneurs” – House Passes Financial Reform Bill

by Snell & Wilmer on

On June 8, the House of Representatives passed the Financial CHOICE Act of 2017 in a bid to reform the financial regulatory system created by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The bill, which...more

Two Steps Forward, One Step Back – Mixed Bag of Compliance Progress

by Michael Volkov on

Companies are embracing the value of compliance and ethics. Interestingly, companies are implementing robust compliance programs, and enhancing such programs with a focus on ethical business values and decision-making. These...more

The Uber Board Report – Part I

by Thomas Fox on

On Tuesday, the law firm of Covington & Burling LLP (Covington), released its long-awaited report (Report) to the Special Committee of the Board of Directors of Uber Technologies, Inc. (Uber). It is truly one of the most...more

Blog: Will Dual-Class Structures Torpedo The Business Judgment Rule?

by Cooley LLP on

While there has certainly been a lot of debate about the merits and demerits of dual-class stock, one interesting angle was raised by Charles Elson, director of the University of Delaware’s John L. Weinberg Center for...more

Breadth Matters: Building an Executive Leadership Team That Delivers

by JD Supra Perspectives on

An in-house perspective on diversity and leadership by Matt Fawcett, GC of NetApp....more

Is It A Breach Of Fiduciary Duty To Fail Or Refuse To Conform To Delaware’s Judicial Decisions Or Practices?

by Allen Matkins on

The answer to this question in Nevada may soon be an unequivocal “no”. Last week, the Nevada Legislature unanimously passed SB 203 and sent it to Governor Brian Sandoval for signature. Among other things, Section 2 of SB...more

Leadership Lessons from the Movies (And One Album)

by Thomas Fox on

Leadership lessons can come from many places....more

Potential Impact of Financial CHOICE Act on Corporate Governance and SEC Reporting and Disclosure Requirements

On June 8, 2017, the House of Representatives passed, by a 233-186 vote (with all Democrats and one Republican voting against), the Financial CHOICE Act of 2017, a bill principally designed to reverse many features of the...more

Legal Mechanics of Organizing Corporations

by WilmerHale on

The legal mechanics of organizing corporations encompass a variety of corporate, tax, securities and business considerations. By anticipating the special problems and situations which are likely to arise in the course of the...more

Foreign Private Issuer Calculation Date for Calendar Year-End Foreign Issuers is June 30, 2017

by Dorsey & Whitney LLP on

As a reminder to all foreign issuers that have a December 31 fiscal year end, the upcoming end of their second fiscal quarter, June 30, 2017, will be the calculation date for their status as a foreign private issuer (“FPI”)...more

A Shareholder Consent In Its Dotage May Or May Not Be Valid

by Allen Matkins on

California Corporations Code Section 603(a) broadly authorizes shareholder action by written consent...more

Keeping Your Airline IT Resilient - In light of new IT threats, airlines should revisit their BCDR arrangements

A number of major carriers have suffered high-impact IT events in the past several months. Estimates of losses in these cases have exceeded £100m. This is on top of (no doubt significant) remedial costs, reductions in share...more

A CCO’s Challenge: How to Convince a CEO to Embrace Compliance

by Michael Volkov on

A Chief Compliance Officer faces many challenges in designing and implementing an effective ethics and compliance program. If a CCO conducts appropriate due diligence before joining the company, he will know the challenges he...more

Corporate Law & Governance Update - June 2017

by McDermott Will & Emery on

Board Termination of the "Unethical CEO" - An important new study concludes that CEO terminations for ethical lapses (as a percentage of overall CEO successions) has dramatically increased over the last five years. The...more

FCPA Compliance Report-Episode 330 Robin Bew and Henry Stoever of the NACD

by Thomas Fox on

In this episode, I visit with Robyn Bew, the Director of Strategic Content Development for the National Association of Corporate Directors (NACD) and Henry Stoever, the Chief Marketing Officer for the NACD. They discuss what...more

The Stoic's Guide to Compliance

by Thomas Fox on

One thing about successful Chief Compliance Officers (CCOs) and other compliance practitioners is they can take in severe news, keep calm and carry on. In a keynote speech to the SCCE Compliance and Ethics Institute, Jenny...more

Ensuring Compliance with Controls

by Michael Volkov on

Let’s start with some basics – a public company is required to implement a set of internal controls. A compliance program is a critical part of a company’s internal controls. A company’s compliance program is only as...more

Whistleblower Hotlines: Still a Vital Tool

by NAVEX Global on

Recently the chief compliance officer of a global company asked me: does a company need a telephone-based whistleblower hotline anymore? In our all-technology, all-the-time world, could a company phase out telephone hotlines...more

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

by Shearman & Sterling LLP on

This newsletter provides a snapshot of the principal US and selected international governance and securities law developments during the first quarter of 2017 that may be of interest to Latin American corporations and...more

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