Corporate Governance

News & Analysis as of

Proxy Access In The 2015 Season

Rhonda Brauer is a senior managing director of corporate governance at Georgeson Inc. where she helps companies enhance their shareholder communications and analyze their governance practices. She recently joined Latham &...more

Good News for Compensation Committees

With executive compensation under fire from seemingly all directions these days, it’s nice to get some good news occasionally. In this case, that news comes via the Delaware Chancery Court’s recent decision in Friedman v....more

Multiple Voting Shares: Don’t Call it a Comeback

Dual class share structures have been thrust back into the spotlight by a recent flurry of initial public offerings of subordinate voting shares, a proposed going private transaction of a dual class share company and...more

Activists in Your Boardroom - Planning for and Managing the New Dynamic

As shareholder activists continue to gain access to the boardroom with unprecedented frequency, it is more important than ever for executives and directors to be prepared for the possibility and have strategies in place to...more

Taking Charge of a Company’s Reputation: Assign a Single Person to Manage Reputational Risks (Part III of III)

One person who does not have a conflict in evaluating a company’s reputational risks should manage a company’s reputation. This approach starts with one basic requirement – the board and the CEO have to agree that a company’s...more

Financial Regulatory Developments Focus - September 2015

In this week's newsletter, we provide a snapshot of the principal US, European and global financial regulatory developments of interest to banks, investment firms, broker-dealers, market infrastructure providers, asset...more

Our Picks for the August Top 10 Ethics and Compliance Articles You Don’t Want to Miss

With so many articles available every month, it’s possible that a few got buried in either your inbox or the depths of the blogosphere. But for professional growth (and a quick break from the daily grind), we all know it’s...more

Managing Threats to Corporate Reputations (Part II of III)

Most companies do not adequately manage their reputations and the risks to their reputations. Too many companies are focused on “crisis” management, which is just another way to respond to a reputational risk that has already...more

Five Legal Documents Every Family Business Should Have (and Use)

Every business is different. Certainly, every family is different. But family businesses, as a group, share certain challenges and opportunities. In order to ensure their businesses survive, thrive and grow, leaders of family...more

Social Media Offers Benefits, Compliance Challenges

With the rise of social media, compliance departments are facing a slew of new challenges. Indeed, social media use is growing at a markedly fast rate among companies, and its benefits are multi-faceted for a company’s image...more

Oppressed Shareholders Don’t Always Get the Relief They May Deserve

In Bontempo v. Lare, 2015 WL 4658901 (2015), published on August 6, 2015, the Maryland Court of Appeals affirmed that the "reasonable expectations test," previously articulated by the Maryland Court of Special Appeals in...more

The Health Law Guide to Hospital Operations

This operations guide provides a brief look at health law issues hospitals deal with on a daily basis. While a detailed coverage of the elements, drafting, implementation and continued governance of a hospital compliance...more

Nevada Enacts Provisions Permitting Ratification Of Corporate Acts

Etymologically, one might view the meaning of “ratify” as to make as one had thought.  It is derived from two Latin words – ratus (the past participle of the verb meaning to think) and facere (the infinitive of the verb...more

Without Prejudice - Vol 15 No 7, August 2015

According to the Preservation and Development of Agricultural Land Framework Bill of 2014, “agricultural land is the common heritage of all the peo-ple of South Africa and the Department of Agriculture, Forestry, and...more

SEC Adopts Pay Ratio Rules

On August 5, 2015, the Securities and Exchange Commission (“SEC”) adopted rules, as directed by Congress in Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Section 953(b)”), to require...more

Recent DGCL Amendments of Note

The Delaware General Assembly recently amended Delaware’s corporate statutes in several respects of interest to public companies. Boards may delegate stock issuances to non-directors....more

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

California Adopts NAIC Corporate Governance Annual Disclosure Requirements

On Monday, August 17, 2015, California Assembly Bill 553 was signed by Governor Jerry Brown, and became immediately effective. AB 553 adopts much of the NAIC’s Model Corporate Governance Annual Disclosure Model Act, along...more

TSX Provides Guidance to Emerging Market Issuers

In recent years, emerging market issuers have faced greater scrutiny by Canadian regulators as a result of questions and concerns about issuers with significant business operations in emerging markets (emerging market...more

Joining the Main Market: A Field Guide for Applicants to the Main Market of the London Stock Exchange

In This Issue: The Main Market of the London Stock Exchange is one of the world’s longest established and most liquid markets trading the securities of nearly 1,300 companies from over 60 countries, including many of...more

Joining AIM: A Field Guide for Applicants to AIM, a Market of the London Stock Exchange: Update - August 2015

In this Issue: What is the Process for Admission to Trading on AIM? Publication of either a prospectus or an admission document. A prospectus is required where a company is offering shares to the public under...more

Viewpoints - Issue 22 - The Board's Role in Corporate Strategy

The board's role in corporate strategy - Members of the Lead Director Network (LDN) convened in New York on June 30 to discuss the development and oversight of corporate strategy. This ViewPoints addresses the ways board...more

Cymbeline – Doing Virtue and FCPA Compliance

Commentators still level the hue and cry that it is somehow the fault of the Department of Justice (DOJ) and Securities and Exchange Commission (SEC) that companies continue to violate the Foreign Corrupt Practices Act...more

SEC Adopts CEO Pay Ratio Disclosure Rules

The SEC has adopted rules requiring companies to disclose the pay ratio between their CEO and median compensated employee. Last week, the Securities and Exchange Commission (the SEC) adopted final rules requiring...more

SEC Finalizes Rule on Pay Ratio Disclosure

On August 5, the Securities and Exchange Commission adopted the final rule regarding pay ratio disclosure that amends Item 402 of Regulation S-K to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer...more

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