Corporate Governance

News & Analysis as of

New Compliance Guidance for Health Care Boards

New compliance guidance for Boards of health care organizations was issued April 20, 2015. The document – “Practical Guidance for Health Care Governing Boards on Compliance Oversight” – was a joint effort of the Office of...more

OIG Issues Practical Guidance for Health Care Governing Boards on Compliance Oversight

On April 20, 2015, the Office of the Inspector General of the United States Department of Health and Human Services (“OIG”), in collaboration with the Association of Healthcare Internal Auditors, the American Health Lawyers...more

The Easter Rebellion and Petrobras’ $17 Billion Write Down

On this day, 99 years ago the Easter Rebellion began. If there is one event that is seared into history as a turning point for Irish independence from Britain, it was the Easter Rebellion. England had finally granted Home...more

Health Law Alert: OIG Issues New Practical Guidance for Board Oversight of Compliance Programs

On April 20, 2015, the U.S. Department of Health and Human Services Office of Inspector General (OIG), in conjunction with several healthcare associations, published a useful new compliance document titled “Practical Guidance...more

Investment Funds Update - Europe: Legal and regulatory updates for the funds industry from the key asset management centres and...

Tax: HMRC Publishes Filing Dates for New AIFM Mechanism for Partnership Deferred Remuneration Arrangements - The Finance Act 2014 introduced a provision intended to help partnerships (including LLPs) that are AIFM...more

OIG Issues Compliance Guidelines for Governing Boards

On April 20, 2015, the Office of Inspector General (OIG) of the Department of Health & Human Services issued new compliance guidance for governing boards of hospitals and other health care organizations....more

Office of Inspector General Governance Guidance

On April 20, the Department of Health and Human Services Office of Inspector General (OIG), in conjunction with the Association of Healthcare Internal Auditors, American Healthcare Association and Health Care Compliance...more

HHS OIG Issues Guidance to Healthcare Boards Regarding Oversight

On April 20, 2015, the United States Department of Health and Human Services Office of the Inspector General (OIG) issued guidance aimed at the governing boards of healthcare entities. The guidance—issued in conjunction with...more

Improving Board Performance: Scrap the Old Model

Corporate boards are under intense scrutiny – shareholder organizations are challenging boards in an attempt to improve board performance. Government prosecutors are focusing more on board responsibility for corporate...more

OIG Partners with Industry Associations by Issuing Practical Guidance for Health Care Governing Boards on Compliance Oversight

On April 20, 2015, the Office of the Inspector General of the Department of Health and Human Services (“OIG”) released educational guidance designed to assist governing boards of health care organizations (“Boards”) in their...more

Business Court Denies TRO In The Midst of A Proxy Fight

The Defendant in Allcorn v. Bradley Creek Boatominium, Inc. sought an injunction against the Plaintiffs in the midst of a proxy fight as to their allegedly defamatory statements in connection with the election of the...more

5 Takeaways from the HHS OIG’s Guidance for Health Care Governing Boards

Tuesday, the HHS OIG, in collaboration with the Association of Healthcare Internal Auditors, the American Health Lawyers Association (AHLA), and the Health Care Compliance Association, released a guidance document entitled...more

OIG Releases Joint Guidance for Health Care Boards

Yesterday, the Office of Inspector General (“OIG”) published “Practical Guidance for Health Care Governing Boards on Compliance Oversight.” The guide is intended as an educational resource for the boards of healthcare...more

Blog: Efforts To Reform Executive Compensation Follow The Law Of Unintended Consequences

Remember how “say on pay” was supposed to put the lid on soaring executive pay? And just how has that turned out? According to a study conducted by ISS affiliates, (reported in Compliance Week ) the average compensation...more

China’s New Proposed Foreign Investment Law — What to Expect

On January 19, 2015, the Ministry of Commerce of China (“MOFCOM”) released a draft PRC Foreign Investment Law (the “FIL”) for public comment. Once adopted, the FIL would abolish the Law on Sino-Foreign Equity Joint Ventures...more

Governance & Securities Law Focus: Europe Edition, April 2015

In this issue: - Adoption of Action Plan on Company Law and Corporate Governance - European Commission Green Paper: Building a Capital Markets Union - European Commission Publishes Consultation Paper on...more

How Many Board Members Are Required To Take Action?

Suppose your corporation has a five member board of directors but two seats are vacant.  Suppose further that your corporate bylaws included the following two provisions: A.  Three members of the board shall...more

"Wal-Mart Wins Appeal of Shareholder Proposal Decision"

The U.S. Court of Appeals for the Third Circuit issued a decision on April 14, 2015 that reversed a U.S. District Court opinion and vacated a permanent injunction that would have required Wal-Mart Stores, Inc. to include a...more

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

We knew someone would do this for us if we just waited long enough. A summary of early trends in proxy access responses suggests most are including the shareholder proposal and recommending a no vote. See here. Only a single...more

Blog: Third Circuit Hears Oral Argument In Trinity Wall Street V. Wal-Mart Stores

Last week, the 3rd Circuit heard oral argument in the appeal of Trinity Wall Street v. Wal-Mart Stores, Inc., a decision by a federal district court in Delaware that had enjoined Wal-Mart from relying on the “ordinary...more

Do Your Bylaws Make Obtaining Waivers Of Notice More Onerous?

Yesterday’s post concerned waivers of notice of shareholders’ meetings under Section 602 of the California Corporations Code.  Although not required to do so, corporate bylaws often parrot the statute.  One popular guidebook,...more

Why Your Shareholder Meeting Waivers Of Notice May Not Be Up To Snuff

Like other states, California generally requires that whenever shareholders are required or permitted to take action at a meeting, notice of that meeting must be given to the shareholders entitled to vote. Cal. Corp. Code §...more

Stockholder access to nominate directors gains momentum in 2015 proxy season

Years of regulatory snarls and courtroom battles have left a complex, intertwined state and federal regulatory patchwork for proxy statements that has resulted in split approaches for stockholder proposals on one hand and...more

Blog: Corporation Section Of Delaware Bar Approves Amendments Re Fee Shifting And Forum Selection, Substantially As Proposed, And...

The Corporation Law Section of the Delaware Bar has approved, substantially as proposed, the amendments to the Delaware General Corporation Law proposed by the Delaware Bar’s Corporation Law Council regarding fee-shifting...more

The Empowerment of the CCO: Old Ways Die Hard

The compliance profession continues to evolve and grow. More lawyers and law students are seeking knowledge and training in the field of ethics and compliance. There is a reason for that....more

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