Corporate Governance

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Effective cybersecurity: 8 questions for you and your team

Cybersecurity has become a top-tier risk for US and multinational organizations. It is only a matter of time before a determined hacker will penetrate your organization’s system and successfully exfiltrate some data. (Indeed,...more

Delaware Court of Chancery Restricts Board’s Ability to Subject Former Shareholders to New Bylaws

The Delaware Court of Chancery recently held, in a case of first impression, that a non-reciprocal fee-shifting bylaw cannot be applied to a claim brought by a former shareholder who had been cashed out of the company before...more

Should The SEC Adopt Governance Principles (For Itself)?

When I served as Commissioner of Corporations for the State of California, I was sometimes asked about the other Commissioners.  However, I never concerned myself with the “other Commissioners” because there were no other...more

State Bar Council Proposes New Legislation for Delaware Fee-Shifting Ban and Delaware Court of Chancery Considers Fee-Shifting...

In December, we reported on the Delaware Court of Chancery’s continued validation of board-adopted forum-selection bylaws in City of Providence v. First Citizens BancShares, Inc., 99 A.3d 229, 234 (Del. Ch. 2014), and the...more

A Sea Change in Proxy Access?

Proxy access has suddenly leap-frogged to the top of seemingly everyone’s corporate governance list after various setbacks over the past few years. In fact, a March 17th Wall Street Journal article quoted Anne Simpson, head...more

Blog: Is “Tenure Voting” A Possible Cure For “Raging Corporate Activism”?

In “Seeking a Cure for Raging Corporate Activism,” published on March 17, 2015, in the WSJ, the author discusses a technique resurrected from the 1980’s that could, on reexamination, be “a bulwark against short-termers who...more

Blog: White Shares Observations On Shareholder Activism, The Shareholder Proposal Process And Fee-Shifting Bylaws

Today, SEC Chair Mary Jo White spoke at Tulane’s Corporate Law Institute, sharing her observations on the current state of shareholder activism, the shareholder proposal process and fee-shifting bylaws. ...more

Top Three Findings From NAVEX Global’s 2015 Ethics & Compliance Hotline Benchmark Report

For years, NAVEX Global has been proud to provide the industry’s best and most statistically accurate hotline benchmarking data. By analyzing anonymized data we gather through our hotline and case management solutions, we...more

Blog: Proxy Access: Not A Question Of “If,” But “When”?

This article in the WSJ observes that there appears to be a major shift in the viability of proxy access, as a growing number of companies are adopting bylaw amendments or are expected to submit the matter to shareholder...more

The Future of U.K. Enforcement of Financial Crimes: Four Clues for 2015

The legal and compliance landscape is changing quickly—it’s up to organisations that do business in the U.K. to strengthen their compliance programmes to meet these new challenges. In this whitepaper, Andrew Foose, vice...more

Court of Chancery Addresses Application of Fee-Shifting Bylaw

The Rites of Spring are upon us: budding flowers, warmer temperatures, and a Delaware court issuing an important decision just before the annual Tulane Corporate Law Institute begins. ...more

Blog: Delaware Chancery Court Addresses Application Of Fee-Shifting Bylaw To Former Stockholder

In a case just decided, Strougo v. Hollander, C.A. No. 9770-CB (Del. Ch. Mar. 16, 2015), the Delaware Chancery Court addressed the issue of whether the timing of adoption affects the enforceability of a unilaterally adopted...more

What Scuba Diving Can Teach You About Policy Management: Three Key Lessons

What do policy management and scuba diving have in common? The need to mitigate risk, use the right equipment and prioritize training. You might not imagine that scuba diving and policy management could have much in...more

Board Reporting: Elevating Your E&C Program & Engaging the Board

In This Presentation: - The Board’s Roles and Compliance Responsibilities - The Board Report & Briefing vs. Training - Important Considerations for your Board Report - Case Study - How Can I Tell if my Board is...more

CorpCast Episode 1: Sections, 204, 205 and In re Numoda [Video]

Morris James LLP’s Corporate and Fiduciary Litigation Group introduces CorpCast, a podcast discussing Delaware corporate and commercial law and practice. In this first episode, we discuss In re Numoda Corporation S’holders...more

Act 31/2004, Amending The Companies Act (“Ley De Sociedades De Capital”) - Improvement of Corporate Governance

Act 31/2014, of 3 December, amending the Capital Companies Act for the improvement of corporate governance, as published in the Official State Gazette (BOE) of 4 December 2014, has introduced significant changes in Spanish...more

Lessons From the Kleiner Perkins Trial: Stopping Discrimination Against Women

In recent weeks much media attention has been paid to an important case against a well-known Silicon Valley venture capital firm Kleiner Perkins Caufield Byers. Since late February, the technology sector venture capitalist...more

In Case You Missed It - Interesting Items for Corporate Counsel - March 2015

It's difficult to discern “trends” from reactions to date on proxy access proposals, but here are some data points: Three companies, including two on the NY Comptroller’s 75-company target list have adopted...more

FCA raises concerns over structured products

The UK’s Financial Conduct Authority (FCA) has published its Occasional Paper No. 9, setting out the results of the FCA’s research into how well customers understood structured products. The answer, according to the report,...more

NAVEX Global’s 2015 Ethics and Compliance Hotline Benchmark Report: Three Ways to Put Our Data to Work for You

Ethics and compliance professionals regularly gather and analyze report data made through their numerous reporting systems. What they do with this data may mean the difference between identifying potential problems early, or...more

User-Friendly 10-Ks–The Next Step in Shareholder Engagement

Much has been written about the dramatic increase in shareholder engagement from both sides of the relationship. For example, financial and governance roadshows have become mainstream not only among large-cap companies, but...more

SEC Report: Just How Prepared are Broker-Dealers and Advisors for Cyber- Attacks?

On February 3, 2015, the Securities and Exchange Commission’s (“SEC”) Office of Compliance Inspections and Examinations (“OCIE”) published a highly-anticipated summary of its examination sweep of 57 registered broker-dealers...more

Top Ten International Anti-Corruption Developments for February 2015

This installment of MoFo’s Top Ten International Anti-Corruption Developments highlights a number of significant domestic and global anti-corruption enforcement developments for busy in-house counsel and compliance...more

ISS Releases Four Sets of FAQs, Glass Lewis Provides an Update, and FASB and IASB Make Certain Decisions Relevant to Equity...

Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis have both released updates to their policies that outline how they will form recommendations to shareholders on how they should vote on governance,...more

Religious Institutions Update: March 2015

Several interrelated legal developments make it more important than ever for religious institutions intending to qualify for exemptions to generally applicable laws to do the hard work before litigation or administrative...more

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