Corporate Governance Board of Directors

News & Analysis as of

Board of Advisors

Tom Burke (Chief Financial Officer of Hydra Biosciences), Joshua Fox (Partner at WilmerHale), Mike Massaro (Chief Executive Officer of Flywire) and Sameer Sabir (Chief Financial Officer of SevenOaks Biosystems) spoke at...more

Independent Directors

Tom Burke (Chief Financial Officer of Hydra Biosciences), Joshua Fox (Partner at WilmerHale), Mike Massaro (Chief Executive Officer of Flywire) and Sameer Sabir (Chief Financial Officer of SevenOaks Biosystems) spoke at...more

Board Governance and Risk Oversight

One of the ongoing questions from members of Board of Directors is how to resolve the tension between oversight and managing. I recently had the opportunity to visit with Joe Howell, the Executive Vice President (EVP) of...more

The Different Roles of Shareholders, Directors and Officers in Family-Owned Businesses

Many family-owned businesses are organized as corporations to protect the owners from personal liability for business obligations. One consequence of organizing as a corporation is the legal separation of ownership and...more

Selecting and Managing a Board

Tom Burke (Chief Financial Officer of Hydra Biosciences), Joshua Fox (Partner at WilmerHale), Mike Massaro (Chief Executive Officer of Flywire) and Sameer Sabir (Chief Financial Officer of SevenOaks Biosystems) spoke at...more

"US Corporate Governance: Will Private Ordering Trump Political Change?"

In the weeks following the U.S. presidential election, companies and investors enjoyed a stock market rally fueled by expectations concerning tax cuts, increased government spending and significant deregulation. While the...more

"Directors Must Navigate Challenges of Shareholder-Centric Paradigm"

The corporate governance landscape has become more complicated, making it more difficult for directors to manage the often inconsistent demands of multiple constituencies while pursuing the fundamental fiduciary obligation to...more

Further guidance on the new CMA circular on corporate governance

Following on from our recent article on the Capital Market Authority's (CMA) recent Circular (E/10/2016) clarifying aspects of the new Code of Corporate Governance for Public Listed Companies (the Code), we now discuss some...more

Insurance & Reinsurance Newsletter

New Corporate Governance Annual Disclosure Requirements for Connecticut Insurers to Take Effect in 2017 - A recently enacted Connecticut statute intended to compel insurance companies to improve their corporate...more

New Corporate Governance Annual Disclosure Requirements for Connecticut Insurers to Take Effect in 2017

A recently enacted Connecticut statute intended to compel insurance companies to improve their corporate governance will impose significant new obligations on Connecticut domestic insurers, and their holding companies....more

Reminders for US Public Companies for the 2017 Annual Reporting and Proxy Season

This memorandum outlines certain considerations for US public companies in preparation for the 2017 annual reporting and proxy season. Part I of this memorandum discusses new developments and practical action items for the...more

In-House Perspective: Management and Boards Must Think Like Activist Investors

Management and boards aren’t usually considered activists, but when it comes to fighting for diversity in boards and leadership, many can actually learn from activist strategies....more

SFC Introduces Measures for Enhancing the Accountability of Senior Management

Key Points - - New Managers-In-Charge regime - Outlines the regulatory obligations and potential liabilities of the senior management of licensed corporations who do not conduct regulated activities -...more

Recent Changes to the Florida Statutes Governing Homeowners Associations

Does your homeowners association require nominations from the floor for an election to the board of directors? Recent changes to the Florida Statutes governing homeowners associations have given some associations the right to...more

Top 10 Topics for Directors in 2017

Here is our annual list of hot topics for the boardroom in the coming year: Corporate strategy: Oversee the development of the corporate strategy in an increasingly uncertain and volatile world economy with new and more...more

"Employment Flash - December 2016"

This edition of the Employment Flash looks at a Texas court's grant of a preliminary injunction blocking implementation of a DOL rule that would have more than doubled the minimum salary requirements for the executive,...more

Diversifying the Boardroom: Mary Quazzo Discusses the Chief Legal Officer’s Role

Mary Quazzo is a governance guru. She is the vice president, principal counsel, and secretary for Bechtel Group, Inc., and has served in-house at Bechtel for the past 27 years. Bechtel is not only one of the largest and most...more

Consultation Begins Over Possible UK Corporate Governance Reform

The Department for Business, Energy & Industrial Strategy (BEIS) has recently published a Green Paper on options for future corporate governance reform. The Government’s stated objective is to put in place “the right checks...more

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

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