Corporate Governance

News & Analysis as of

Appointment Of Independent Directors On The Eve Of Bankruptcy: Why The Growing Trend? Examining Delaware Corporate Governance...

Here, we discuss the corporate governance implications corporate fiduciaries are confronted with when the corporation is operating in the zone of insolvency and when the company is actually insolvent. We also discuss some of...more

The Apple Monitorship: Airing Dirty Laundry

I am married to a lovely Sicilian-born woman. One thing her family has taught me – the value of family loyalty and love. That same principle does not apply when it comes to the relationship between the Apple Monitor...more

Minnesota Revised Uniform Limited Liability Company Act Becomes Law

In This Issue: - Forming a Limited Liability Company - Shelf LLCs - Series LLCs - Governance - Members - Operating Agreement - Standards of Conduct - Distributions - Merger, Conversion...more

"Proposed Amendments to the Delaware General Corporation Law"

On April 17, 2014, the Corporation Law Section of the Delaware State Bar Association proposed legislation that, if adopted, would amend the Delaware General Corporation Law (the DGCL) in a number of important ways. Proposed...more

Cayman Islands: Directors' Duties

The Cayman Law Reform Commission has issued a consultation paper on proposed legislative changes that could see a codification of directors’ duties, as is now the case in the UK. While recognizing the existing common law...more

Tips For Conducting An Internal Investigation

Perhaps your computer system was hacked. Maybe you opened a container to find goods in it that did not belong to you (thank goodness they were not dangerous) or perhaps no goods but evidence people lived in the container...more

This Proposed Amendment To DGCL Section 141(f) Is A Curate’s Egg

In AGR Halifax Fund, Inc. v. Fiscina, 743 A.2d 1188 (1999), the Delaware Court of Chancery was asked to decide whether a consent given by persons before they became directors could become effective if delivered to the...more

NAIC Report: 2014 Spring National Meeting

The National Association of Insurance Commissioners (NAIC) met for its Spring National Meeting in Orlando, Florida from March 29 through April 1. Typical for the first national meeting of the year, much activity was focused...more

The Corporate Governance Review: Chapter 4: Canada

OVERVIEW OF GOVERNANCE REGIME - Canada’s system of corporate governance is derived from the British common law model and strongly influenced by developments in the United States. While corporate governance practices in...more

Conversations on Goverance: Practical Insights for Public Company Leaders: Crisis Management: Key Questions

We live in a world full of high-stakes, high-profile corporate crises – environmental disasters, product liability issues, data breaches and government investigations, to name a few. No company is immune. Therefore, advance...more

Governance & Securities Law Focus: Europe Edition, April 2014

In this issue: - EU Developments - German Developments - UK Developments - Us Developments - Excerpt from EU Developments - European Commission Proposes to Introduce Shareholder "Say...more

Asking Questions To Build Your Compliance Program

On this day in 1932 President Franklin D. Roosevelt (FDR) enacted the Civilian Conservation Corps (CCC) declaring a “government worthy of its name must make a fitting response” to the suffering of the unemployed....more

DOJ Confirms, Once Again, That Compliance Plans Really Do Matter

DOJ Confirms, Once Again, That Compliance Plans Really Do Matter - On Thursday, March 20, 2014, Acting Assistant Attorney General Mythili Raman confirmed an inescapable truth regarding both corporate governance and...more

Mickey Rooney And The 90 Cent Solution

We begin today with a word on the death of Mickey Rooney. Rooney’s career, spanning nearly 90 years was certainly was from a different era. He was short of stature and long in his number of marriages but as Bob Lefsetz noted...more

The Ropes Recap: Mergers & Acquisitions Law News - April 2014

In this issue: - News from the Courts - News from the Regulators - Tax News - Notable Pending Deals - Contributors - Excerpt from News from the Courts: Delaware Court of...more

Amendments to Delaware General Corporation Law Allow Delaware Corporations to Ratify Defective Corporate Acts

Effective April 1, 2014, the Delaware General Corporation Law (“DGCL”) has been amended to include new Sections 204 and 205 that will provide Delaware corporations with an avenue to cure certain defective corporate acts,...more

Solving Hunger By Updating Corporate Policies, Ethics Training

Company policies are living documents. They change in response to events in the environment, changes in your company’s risk profile, its incident history, or even its worldview. We spend a lot of time trying to ensure...more

Life Cycle Of Third Party Management – Step 2 Questionnaire

Today, I continue my five-part series on the life cycle of third party management under an anti-bribery/anti-corruption regime such the Foreign Corrupt Practices Act (FCPA) or UK Bribery Act, reviewing Step 2, which I label...more

Top 5 Nonprofit Legal Issues of the Past Year

The IRS scandal, diverting assets, ethics and more – the annual list of issues that affected associations and nonprofits in the past year. 1. Nonprofit corporation law changes New York and the District of...more

Applying a Legal Bandaid to Defective Acts: Delaware Law Creates New Procedures to Ratify Defective Corporate Acts

On June 30, 2013, the State of Delaware amended the Delaware General Corporations Law (the “DGCL”) to include two new sections, Section 204 and Section 205 (together, the “Ratification Provisions”). Set to take effect on...more

Policy Observer - March 2014

D&O Coverage for Subpoena Response Costs: An Emerging Consensus? Responding to a subpoena can be an expensive proposition. Fortunately, in many instances, a company can call upon its D&O insurer to help defray the...more

How Will The Courts Interpret This?

I recently commented on the awkwardness of Subdivisions (a) and (b) Corporations Code Section 17703.04 that seemingly are intended to establish that the members of an LLC aren’t liable qua members for the obligations of the...more

Delaware Law to Provide for Ratification of Defective Corporate Acts as of April 1, 2014

It is quite common during the course of legal due diligence to discover that a target company has issued more stock than it had legally authorized through its certificate of incorporation. Many companies, particularly...more

Mary Jo White and the New SEC: Implications for Boards (Quorum, March 2014)

The new Chair of the Securities and Exchange Commission, Mary Jo White, has indicated that the agency will implement new and aggressive enforcement policies, while treading lightly in its rulemaking efforts....more

"Reliance by Directors: What’s a Conscientious Director to Do?"

An Issue Needing Attention - In its recent decision in In Re Rural Metro Corporation Stockholders Litigation, the Delaware Court of Chancery, in a footnote, touches on what it means for directors to be “fully...more

317 Results
|
View per page
Page: of 13