Corporate Governance Board of Directors

News & Analysis as of

When A Majority Won’t Suffice

For California corporations, the general rule is that an act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board. Cal. Corp. Code §...more

"Matters to Consider for the 2017 Annual Meeting and Reporting Season"

Each company faces important decisions in preparing for its 2017 annual meeting and reporting season. Once again, we have prepared a checklist of essential areas on which we believe companies should focus as they plan for the...more

2016 Silicon Valley Proxy Season Results

A Comparison of Silicon Valley Public Companies and Other Large Bay Area Public Companies - This companion supplement to the Fenwick survey, Corporate Governance Practices and Trends: A Comparison of Large Public...more

Corporate Law & Governance Update - December 2016

EMPHASIS ON DIRECTOR EDUCATION - The board development committee may wish to reconsider its director education program for 2017 following two recent and unrelated developments. The first is a greater articulation of...more

"Key Takeaways: Corporate Governance Series — Preparing for the Shareholder Proposal Season"

On November 16, 2016, Skadden hosted a webinar titled “Preparing for the Shareholder Proposal Season.” The panelists were Amy Borrus, deputy director of the Council of Institutional Investors (CII); Skadden M&A and corporate...more

Worker representation on boards…or not?

Theresa May, during her campaign and at the beginning of her term as prime minister, repeatedly committed to introducing worker representation on company boards as part of her corporate governance reform package. The news at...more

Developments in Association Law 2015–2016

The Nonprofit Organizations Practice at Pillsbury has prepared this summary of significant legal and policy developments that have occurred in approximately the past year. All of these developments have potential impacts upon...more

When A Director May Not Be Interested In Director Compensation

Suppose that a corporation has three directors, A, B & C, each of whom is compensated by the corporation. Is director A financially interested in a resolution fixing the compensation of director B? Corporations Section...more

Conflict of Interest Issues – A Significant Risk

In the risk mitigation business, we often focus on legal risks, such as anti-corruption, sanctions, export controls, antitrust and AML. As compliance programs mature, and the CCOs focus on proactive strategies, one key issue...more

2017 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines

Institutional Shareholder Services (ISS) and Glass, Lewis & Co (Glass Lewis) have both released their updates to their respective Canadian proxy voting guidelines for the upcoming 2017 proxy season. The ISS updates apply to...more

InterOil and heightened judicial scrutiny of plans of arrangement

A recent decision of the Yukon Court of Appeal (comprised of justices of the British Columbia Court of Appeal) has confirmed the importance for boards of directors to ensure not only that a proposed plan of arrangement is...more

Board composition – new rules from the Ministry of Commerce & Industry, Oman

"Boards supervise while management manages". This governance principle is re-emphasised by the Ministry of Commerce & Industry (MOCI) in its recent decision no. 201/2016 relating to the Boards of public joint stock companies...more

Does The Foolish Director Abide Whilst The Wise Director Flees?

Never fear? Smith Is No Longer Here - Yesterday’s post highlighted Section 316 of the California Corporations Code, a statute that imposes joint and several liability on directors who approve specified transactions such...more

SEC Proposes Universal Proxy Cards in Contested Elections

On October 26, 2016, the SEC proposed amendments to the proxy rules that would require the use of universal proxies in all non-exempt solicitations in contested elections of directors. The focus of the SEC proposal is to...more

Audit Committees Need Independent Counsel

There is some difference of opinion as to whether the audit committee of the board of directors of an organization (whether public, private, or nonprofit) needs independent counsel for the purpose of advising the audit...more

Unpacking New York’s Cybersecurity Regulation: Part 1 in a 3-Part Series

This is the first installment in a three-part series examining the New York State Department of Financial Services (“DFS”) new cybersecurity regulation. The Patterson Belknap Privacy and Data Security Team has studied the...more

Corporate Governance Survey - 2016 Proxy Season Results

A Comparison of Large Public Companies and Silicon Valley Companies - As outside legal counsel to a wide range of public companies in the technology and life sciences industries, many of which are based in Silicon...more

ISS Announces Rebranded Corporate Governance Rating System

On October 31, 2016, Institutional Shareholder Services (ISS), a proxy advisory firm, announced its rebranded corporate governance rating system. Formerly known as QuickScore, the rating system is now called QualityScore to...more

SEC Proposes Rules on Universal Proxies

On October 26, 2016, the SEC proposed amendments to the proxy rules to require parties in a contested election to use universal proxy cards that would include the names of all board nominees. The amendments would thus allow...more

Why Nevada Is A More Reliable Alternative To Delaware

Directors and officers cannot always base their decisions on first-hand information. As a practical matter, they must receive and act based on information and opinions of others. The question then becomes whether a...more

SEC Proposes Rules to Require Universal Proxy Cards and other Changes

As SEC Chair Mary Jo White indicated in a June 2015 speech at the Society of Corporate Secretaries and Governance Professionals National Conference in Chicago, the SEC has now proposed new rules to modify the venerable proxy...more

SEC Proposes Universal Proxies in Proxy Contests

On October 26, 2016, the Securities and Exchange Commission (SEC) released proposed rules that would require the use of “universal” proxies in connection with contested elections of directors. If adopted, these rules would...more

Corporate governance inquiry

The Business, Innovation and Skills (BIS) Committee has launched an inquiry into corporate governance, focusing on executive pay, directors' duties, and the composition of boardrooms, including worker representation and...more

SEC Proposes Universal Ballots in Contested Elections

On October 26, 2016, in a split vote, the SEC proposed the mandated use of universal ballots in contested director elections at annual meetings. The proposed rules were controversial even before they were proposed – the House...more

Key Metrics: Thoughts for Directors

Boards and management regularly use key performance indicators or metrics to oversee their businesses. These metrics typically cover financial and operating matters and are specific to each company and within industries....more

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