Corporate Governance Board of Directors

News & Analysis as of

May the Fourth Be With You – The Norwegian Sovereign Wealth Fund Awakens to Good Corporate Governance

May 4th is universally recognized (at least in the universe I inhabit) as Star Wars Day. According to Wikipedia, “May 4 is called Star Wars Day because of the popularity of a common pun spoken on this day. Since the phrase...more

Blog: 2016 Global Board Of Directors Survey Highlights Differences In Viewpoints Between Male And Female Directors, Particularly...

The inaugural 2016 Global Board of Directors Survey of more than 4,000 directors of both public and large, privately held companies from 60 countries conducted by Spencer Stuart, the WomenCorporateDirectors (WCD) Foundation...more

Five Nutshell Questions about Cybersecurity for the Board of Directors

On April 29, 2016, the Council of Institutional Investors (CII) published its new Special Report, Prioritizing Cybersecurity: Five Investor Questions for Portfolio Company Boards. ...more

FDIC Provides Corporate Governance Guidance to Community Banks

The FDIC issued a special edition of Supervisory Insights, “A Community Bank Director’s Guide to Corporate Governance: 21st Century Reflections on the FDIC Pocket Guide for Directors.” This special corporate governance...more

2016 NACD Private Company Governance Survey Results

The National Association of Corporate Directors (NACD) recently released its 2015-2016 NACD Private Company Governance Survey. In an article in the March 2016 edition of “Private Company Director” – a monthly publication...more

Court of Chancery Eyes Duties in Deals Involving Stockholder

To determine the applicable standard of review in a stockholder challenge to a corporate transaction, a plaintiff may rebut the business judgment rule by pleading facts that support a reasonable inference that "a controlling...more

FDIC Provides Commentary on Responsibilities and Duties of Banks’ Boards of Directors

On April 5, the FDIC issued a special Corporate Governance Edition of its Supervisory Insights publication titled, “21st Century Reflections on the FDIC Pocket Guide for Directors.” The new edition provides guidance to...more

EHRC supports a boost for board diversity

Board diversity is a hot topic in the City. Accordingly, it is no surprise that on 23 March 2016 the Equality and Human Rights Commission (the EHRC) shared new non-binding guidance for companies entitled: "How to improve...more

FDIC’s Corporate Governance Guidance Reinforces Board of Directors’ Role in Cybersecurity Preparedness

The Federal Deposit Insurance Corporation has long considered a community bank’s board of directors as one of the most important elements in the successful operation of a bank. Nearly thirty years ago, the FDIC issued its...more

Board Refreshment: Investors Respond to Trends in Mandatory Retirement Age and Tenure with More Stringent Voting Policies

As many institutional investors have concluded, prevailing governance policies and practices have not produced desired board refreshment, which these investors would support in order to strengthen expertise, promote diversity...more

SEC Chair Discusses Enhanced Director Oversight

In a recent speech, SEC Chair Mary Jo White discussed the current role of mutual fund directors and what the SEC expects of them going forward. The Role of Independent Directors in Assessing Risk - In remarks at the...more

Blog: Scrutiny Of Director Tenure Continues: Is It The Next Cause Célèbre?

The scrutiny of pale, stale and male boards continues, this time focused on the “stale,” that is, long-tenured directors. According to the WSJ, institutional investors are increasingly questioning whether more turnover on...more

2016 IPO Report

Our 2016 IPO Report offers a detailed analysis of, and outlook for, the IPO market, plus useful IPO market metrics. We look at rates of adoption of JOBS Act relief by emerging growth companies, and recent FAST Act amendments...more

UPDATE AKTIEN- UND KAPITALMARKTRECHT Ausgabe 1/2016 - Januar & Februar

Die Aktienrechtsnovelle 2016 ist nach einem über fünfjährigen Gesetzgebungsverfahren am 31. Dezember 2015 in Kraft getreten. Weitere wichtige Änderungen werden sich in diesem Jahr aus den unmittelbar geltenden EU-Verordnungen...more

Director and Executive Compensation Remains a Hot Topic for 2016

A series of recent Delaware Chancery Court and Securities and Exchange Commission (“SEC”) decisions—coupled with anticipated SEC action to finalize the three remaining Dodd-Frank Wall Street Reform and Consumer Protection Act...more

Viewpoints - Issue 25 - Dialogue with Glenn Booraem of Vanguard

On January 28, 2016, Lead Director Network (LDN) members met in New York City to discuss their companies’ and boards’ relations with institutional investors. Members were joined by Glenn Booraem, fund treasurer and head of...more

FDIC & Cyber: Words of Warning to Financial Institutions and their Boards

Financial institutions sit atop a wealth of personal information – not to mention money. In an interconnected world in which sensitive customer information is stored on servers and in the cloud – and online and mobile...more

DELAWARE CORPORATE LAW AND LITIGATION: WHAT HAPPENED IN 2015 AND WHAT IT MEANS FOR YOU IN 2016

Delaware has long been known as the corporate capital of the world, and it is now the state of incorporation for 66 percent of the Fortune 500 and more than half of all companies whose securities trade on the NYSE, Nasdaq...more

Getting the Measure of EGC Corporate Governance Practices: A survey and related resources - February 2016

Corporate governance has changed dramatically since passage of the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The level of shareholder engagement and institutional...more

Blog: NACD Governance Survey Reports On Top Board Priorities, Time Commitment And Other Matters

The National Association of Corporate Directors has made available the highlights of its 2015-2016 Public Company Governance Survey of over a thousand directors and executives. The survey reveals that the top...more

Top 10 Topics for Directors in 2016: Executive Compensation

Executive and Director Compensation - Perennially in the spotlight, executive compensation will continue to be a hot topic for directors in 2016. But this year, due to the SEC’s active rulemaking in 2015, directors will...more

Reminders for Public Companies for the 2016 Annual Reporting and Proxy Season

This memorandum summarizes key developments that public companies should consider in drafting their disclosures and reviewing their existing corporate governance policies and procedures in preparation for the 2016 annual...more

"Director Compensation in the Spotlight"

Individuals serving on company boards of directors should carefully examine director compensation programs and decisions involving their own compensation following an April 30, 2015, ruling by the Delaware Court of Chancery....more

"US Corporate Governance: Have We Crossed the Rubicon?"

The general themes on the corporate governance front — shareholder activism, governance activism, scrutiny of board composition, concerns regarding board oversight of risk management, director-shareholder engagement — remain...more

5 Securities Litigation Issues to Watch in 2016

The coming year promises to be a pivotal one in the world of securities and corporate governance litigation. In particular, there are five developing issues we are watching that have the greatest potential to significantly...more

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