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Corporate Governance Board of Directors

Requisitioned meeting breaks deadlock

by Dentons on

A deadlocked board of directors, talk of a “public flogging”, and a court reluctant to intervene. The case of Goldstein v. McGrath is a colourful recent example of a requisitioned public company shareholders’ meeting, with...more

Get Your Board On Board

by Michael Volkov on

Sometimes my references to Seinfeld episodes or Curb Your Enthusiasm vignettes do not work or can charitably be characterized as a little off. Nonetheless, I press on....more

Blog: Asset Managers Support Shareholder Proposals For Board Diversity—Will It Make A Difference?

by Cooley LLP on

There’s been chatter about board gender diversity for a long time and, while there has been some modest progress, we have yet to see any dramatic breakthroughs. Now some of the largest asset managers are not just talking the...more

Fed Seeks Comment on Corporate Governance Proposal for Financial Institutions

In June, Treasury issued a report noting that it believes duties imposed on bank boards are too voluminous, lack appropriate tailoring, and undermine the important distinction between the role of management and that of boards...more

Another “Best Practices” May Not Be Best After All

by Allen Matkins on

For years, I’ve been critical of governance experts who promote “best practices” without any basis that these practices are actually effective, much less the best. For example, the Harvard Law School’s Shareholder Rights...more

Blog: Framework Developed By The Investor Stewardship Group Establishes Common Set Of Investor Expectations For Corporate...

by Cooley LLP on

The Investor Stewardship Group—a group of the largest, most prominent institutional investors and global asset managers investing, in the aggregate, over $20 trillion in the U.S. equity markets—has developed the Framework for...more

Exercise of share options and board discretion

by Allen & Overy LLP on

There was an implied duty on the directors of a company not to act unreasonably, arbitrarily or capriciously when deciding whether to give their consent to shares being bought under an option agreement. The decision is a good...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

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

A Field Guide To Distinguishing Directors From Officers

by Allen Matkins on

A colleague who is not a corporate lawyer recently noted that in common parlance directors and officers are often simply lumped together as the “same thing”. He suggested that I devote a post to a primer on the differences...more

Business Litigation Alert: "Is Your Company Paying Its Board Members Too Much?"

by Porter Hedges LLP on

The Challenge of a Well-Paid Board - You get what you pay for, right? Conventional wisdom says that the more you pay for something – a car, a suit, a handbag – the higher the quality....more

Public Company Corporate Governance Features in the Technology Sector

Orrick recently released a groundbreaking new study examining the corporate governance structures of every U.S. incorporated company in the Dow Jones Technology Sector Index. Led by partner Ed Batts, the study encompasses a...more

Proxy Access: Highlights of the 2017 Proxy Season

As we approach the end of the 2017 proxy season, the third since the New York City comptroller launched the Boardroom Accountability Project to enact proxy access across the U.S. market, proxy access has begun to transition...more

The Uber Board Report – Part I

by Thomas Fox on

On Tuesday, the law firm of Covington & Burling LLP (Covington), released its long-awaited report (Report) to the Special Committee of the Board of Directors of Uber Technologies, Inc. (Uber). It is truly one of the most...more

Blog: Will Dual-Class Structures Torpedo The Business Judgment Rule?

by Cooley LLP on

While there has certainly been a lot of debate about the merits and demerits of dual-class stock, one interesting angle was raised by Charles Elson, director of the University of Delaware’s John L. Weinberg Center for...more

Is It A Breach Of Fiduciary Duty To Fail Or Refuse To Conform To Delaware’s Judicial Decisions Or Practices?

by Allen Matkins on

The answer to this question in Nevada may soon be an unequivocal “no”. Last week, the Nevada Legislature unanimously passed SB 203 and sent it to Governor Brian Sandoval for signature. Among other things, Section 2 of SB...more

FCPA Compliance Report-Episode 330 Robin Bew and Henry Stoever of the NACD

by Thomas Fox on

In this episode, I visit with Robyn Bew, the Director of Strategic Content Development for the National Association of Corporate Directors (NACD) and Henry Stoever, the Chief Marketing Officer for the NACD. They discuss what...more

Blakes Board Report: Opportunities for Women General Counsel

2016 S&P/TSX Composite Board Study - In late 2016, Blake Cassels & Graydon LLP (Blakes) initiated a novel study to examine the involvement of general counsel and lawyers on the board of directors of Canadian publicly...more

More On Revlon Duties In California

by Allen Matkins on

Following yesterday’s post concerning the status of Revlon duties in California, I received a note from Suzanne Weakley, an attorney at the California Continuing Education of the BAR (aka the CEB). For those readers not...more

Did The Harvard Shareholder Rights Project Prove Itself Wrong?

by Allen Matkins on

In December 2014, Stanford Law School Professor Joseph A. Grundfest and Daniel M. Gallagher incited an academic titanomachy when they released a draft of an academic paper provocatively entitled “Did Harvard Violate Federal...more

All [A]Board: Insights and Inspirations for Your Journey to and in the Boardroom

[co-author: Olga Mack, Clearslide] Carly and Olga were law school classmates at Berkeley Law and have continued their friendship and professional collaboration ever since. They serve as board members for both for-profit...more

Blog: Does A Long-Term View Really Pay Off?

by Cooley LLP on

In this February 2017 article in the Harvard Business Review, “Finally, Evidence That Managing for the Long Term Pays Off,” a team from McKinsey and associated consultants attempt to prove empirically what has often seemed...more

Corporate Governance in The Trump Era: A Note of Caution

by WilmerHale on

The past decade or so has been a challenging time for publicly held companies, particularly those in the financial sector. Since 2008, banks and financial services firms have been the subject of an aggressive effort by the...more

The Role of Shareholder Activists in Scrutinizing Corporate Behavior

In the present uncertain legal and regulatory environment, the role of shareholder activists in scrutinizing corporate behavior seems to be gaining steam. See, e.g., An Activist Investment in Whole Foods Exposes Shifting...more

Canadian shareholders engage with U.S.-style proxy access: A Brave New World, or Much Ado About Nothing?

by DLA Piper on

Shareholders of the Toronto-Dominion Bank (“TD Bank”) and the Royal Bank of Canada (“RBC”) voted in the last few weeks on shareholder proposals made to confer additional proxy access rights to shareholders in the nomination...more

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