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Corporate Governance

UK Tax Round Up - July 2017

by Proskauer Rose LLP on

UK Tax News and Developments - Conservative legislative agenda set out in Queen's Speech - Following the UK general election on 8 June 2017, at which the Conservative party won the largest number of seats but lost its...more

PCAOB Adopts New Auditor Reporting Standard

by Ropes & Gray LLP on

After more than six years of outreach and public comment, on June 1, 2017, the Public Company Accounting Oversight Board (“PCAOB”) adopted a new auditor reporting standard1 that, if approved by the SEC, would significantly...more

Clarence Darrow, the Scopes Monkey Trial and Leadership

by Thomas Fox on

Today we honor one of the ‘Trials of the Century’ from the 20th century, as on this day in 1925, the Scopes Monkey Trial ended with defense attorney Clarence Darrow giving one of his greatest closing arguments, asking for his...more

Three Fund Issues That Can Unexpectedly Impact Portfolio Company Investments

by Latham & Watkins LLP on

Increasingly complex fund structures and documentation mean that analysing how potential portfolio acquisitions interact with the fund at the top of any deal structure is more important now than ever. Investor Excuse...more

Blog: Will The House Now Try To Undo SOX?

by Cooley LLP on

What’s next for the House after taking on Dodd-Frank in the Financial CHOICE Act? Apparently, it’s time to revisit SOX. The Subcommittee on Capital Markets, Securities, and Investment of the House Financial Services Committee...more

Tribute to Martin Landau and Strength in the Middle

by Thomas Fox on

A company must have more than simply a good ‘Tone-at-the-Top’; it must move it down through the organization from senior management to middle management and into its lower ranks. This means that one of the tasks of any...more

National Association of Corporate Directors Updates Cyber-Risk Oversight Handbook

by Hogan Lovells on

Earlier this year, the National Association of Corporate Directors (NACD) released an updated version of its Director’s Handbook on Cyber-Risk Oversight (Handbook). The updates add 16 pages of content to the previously...more

Governance & Securities Law Focus: Europe Edition - July 2017

by Shearman & Sterling LLP on

In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. Please see full Newsletter below for more...more

Public Company Summer/Fall To-Do List: 5 Steps Toward CEO Pay Ratio Disclosure

by Latham & Watkins LLP on

US public companies should be preparing now to disclose their CEO pay ratios in 2018. For the 2018 proxy season, most public companies will be required to disclose the pay ratio between their CEO and the median compensated...more

Blog: Task Force Provides Framework And Guidance For Climate-Related Financial Disclosures

by Cooley LLP on

The Financial Stability Board’s Task Force on Climate-related Financial Disclosures (TCFD) has recently issued its exhaustive final report—Recommendations of the Task Force on Climate-related Financial Disclosures—and...more

The new EU Prospectus Regulation: immediate benefits for equity issuers

by Dentons on

The new EU Prospectus Regulation 2017/1129 (the Regulation) comes into force on 20 July 2017. The Regulation repeals and replaces the Prospectus Directive and will apply to all prospectuses issued on or after 21 July 2019....more

ISS Peer Group Submission Window Closes This Friday, for Companies with Fall/Winter Meetings

by Dorsey & Whitney LLP on

Information on self-selected peer groups may influence ISS as it constructs the peer groups that it uses in its pay for performance analysis in its voting reports. According to the ISS press release, companies that have made...more

Foreign investment in Indonesia

by Dentons on

Indonesia is the largest economy in Southeast Asia. It is rich in natural resources, such as coal, minerals and metals, oil and gas, and agricultural products such as rice, rubber and cocoa. With the fourth biggest population...more

CCO’s and Delusions About a Company’s Ethical Culture

by Michael Volkov on

It is easy to say something and convince yourself it is true. As George Costanza advised Jerry Seinfeld when Jerry had to take a polygraph examination when he failed to admit that he watched “Melrose Place,” “Remember Jerry....more

Alert: ISS Peer Group Submission Process Window Open for Annual Meetings Scheduled Between September 16, 2017 and January 31, 2018...

by Cooley LLP on

Institutional Shareholder Services Inc. (ISS) constructs its own peer groups to analyze companies' executive pay and relative company performance. In doing so, it takes into account each company's self-selected peer companies...more

Reminder on CEO Pay Ratio Disclosure for 2018

by Ropes & Gray LLP on

Beginning in 2018, most public companies will be required to include CEO pay ratio disclosure in their proxy statements. Despite efforts to repeal, delay or limit the implementation of the SEC’s pay ratio rule, it appears...more

In the eye of the beholder? The concept of value for money, and the FCA's governance proposals for asset managers

by Dentons on

The publication of the Financial Conduct Authority's Consultation Paper CP17/18 (the CP) and Asset Management Market Study mark a further milestone in the FCA's work on the functioning of the asset management industry....more

Do you have an ATM-oriented board in an increasingly iPhone-oriented world?

by Bryan Cave on

In the run up to the Fourth of July holiday, you may have missed that June 27 was the 50th anniversary of the first ATM and June 29 was the 10th anniversary of the first iPhone. I was struck by the coincidence of these two...more

Will TCFD Final Recommendations Change the Landscape of Climate-related Financial Disclosure?

by Latham & Watkins LLP on

On 29 June 2017, the Task Force on Climate-related Financial Disclosure (TCFD) published its final recommendations. The TCFD set out information that companies should disclose to enable investors, lenders, and insurance...more

Corporate Law & Governance Update - July 2017

by McDermott Will & Emery on

The following developments from the past month offer guidance on corporate law and governance law as they may be applied to nonprofit health care organizations: EMERGING NONPROFIT CONTROVERSY - Health system general counsel...more

Important Changes To The Illinois LLC Act

by Fox Rothschild LLP on

Changes to the Illinois Limited Liability Company Act that took effect on July 1, 2017 may impact either your current Illinois LLCs or your future ventures. The changes generally conformed Illinois law more closely to a model...more

Delaware’s Blockchain Initiative to Revolutionize the Stock Trade

by Goodwin on

With the near unanimous passing of a bill that will explicitly recognize the right to trade stocks using a blockchain, Delaware is making a strong case for it being the blockchain-friendliest state. The Delaware Senate...more

New EC Guidelines to Improve Non-Financial Information Reporting

by Latham & Watkins LLP on

On 26 June 2017, the European Commission (the EC) published non-binding guidelines on the methodology for reporting non-financial information by certain large companies and groups (the Guidelines) as required by Article 2 of...more

Breakthrough? – Proposed New Board of the Hong Kong Stock Exchange May Allow Listing of Companies with Disproportionate Voting...

by Dorsey & Whitney LLP on

In June 2017, Hong Kong Exchanges and Clearing Limited and its subsidiary The Stock Exchange of Hong Kong Limited (the “HKEx”) launched a consultation to seek public feedback on a set of proposals contained in two separate...more

SEC Expands Confidential Submission Process to All IPOs

by Bracewell LLP on

The Staff of the Division of Corporation Finance of the Securities and Exchange Commission announced that it will permit all companies to submit draft registration statements relating to initial public offerings (IPOs) for...more

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Cybersecurity

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