Navigating ESG: Preparing for Future Regulations (Part Two) — Regulatory Oversight Podcast
Implications of the SEC Cybersecurity Disclosure Rule
Why Time Matters: Partners Lindsay Gerdes and Michael J. Bronson on Swift Action in Government Investigations
Nonprofit Quick Tip: State Filings in Colorado and Wyoming
REFRESH Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation
REFRESH Nonprofit Basics: Designators, Members, Directors, Officers - The Who’s Who of Nonprofit Governance
Navigating ESG: The Growing Importance and Compliance Challenges (Part One) — Regulatory Oversight Podcast
“Monsters, Inc.” y el buen gobierno corporativo
Navigating the Regulation Jungle: How to Be Compliant, Work Efficiently, and Stay Sane
Episode 332 -- Deep Dive into SEC’s Internal Controls and Cybersecurity Settlement with R&R Donnelly
Digital Planning Podcast Episode: Estate Planning and the Corporate Transparency Act
Episode 331- NAVEX State of Risk and Compliance Programs
What the Board Should Be Asking About the Compliance Program
Market Leaders Podcast Episode 94: Exploring the Perils of Optics-Driven DEI Initiatives with Guest Mira Dewji
Managing Social Media Risk
Compliance Lessons from Dating in Your 50s
How Tax Works - Entity Selection
The AI Shakeup: New Tech Innovations and the Future of Corporate Law
AGG Talks: Cross-Border Business Podcast - Episode 16: The Political and Legal Maze of ESG in the U.S. and Abroad
Episode 327 -- Another Look at the Importance of Corporate Culture
Sections 205 and 225 of the Delaware General Corporation Law facilitate prompt determinations of the validity of corporate actions. The former permits the Delaware Court of Chancery to validate defective corporate acts under...more
According to research firm Exechange, 74 chief executive officers have been fired or forced out this year, which is the highest number since 2017....more
I was talking with Cooley partner Brad Goldberg about how he has been helping quite a few companies revisit their bylaws in response to the Delaware Supreme Court’s recent Kellner decision....more
In Wagner v. BRP Group Inc., the Delaware Court of Chancery further developed its jurisprudence regarding the validity of stockholders agreements that vest significant control rights in minority stockholders instead of a...more
Fall is fast approaching, so most major US public companies have held their 2024 annual meetings. But, while temperatures are sure to cool in the coming months, the same can no longer be said for the shareholder activism...more
Last week, Chromocell Therapeutics Corporation filed preliminary proxy materials that included a proposal to reincorporate in Nevada. Rather than convert, the company is proposing to effect the reincorporation by means of a...more
Many corporations pay significant amounts for directors and officers liability policies. Commonly referred to as D&O policies, these policies usually involve three sides. Directors and officers are likely to have the most...more
Last year, Vice Chancellor J. Travis Laster famously held that officers could be subject to liability under the Caremark doctrine. In re McDonald’s Corp., 289 A.3d 343 (Del. Ch. Jan. 26, 2023). The Caremark doctrine...more
On July 11, 2024, the Delaware Supreme Court (the “Court”) issued a landmark ruling in Kellner v. AIM Immunotech Inc., providing crucial guidance on the standards for evaluating challenges to advance notice bylaws. This...more
Public companies are under immense pressure to stay ahead of emerging trends, navigate increasingly complex regulations, and meet investor and other stakeholder demands. The expertise required to address these challenges is...more
Across industries, companies are facing new and uncertain regulatory pressures and demands in areas including artificial intelligence, sustainability, algorithmic pricing and fintech-bank relations. In this issue of The...more
Learn the key principles of compliance - no travel required! If you’re new to or have minimal experience in compliance management don’t miss this opportunity to build the foundational knowledge you need! SCCE’s four-day...more
Following the judgment of the High Court in June 2024 finding two former directors of BHS liable for (amongst other things) wrongful trading and breaches of their directors' duties to creditors in the prelude to the...more
Join the KPMG Board Leadership Center and Eurasia Group for a timely discussion about post-election scenarios and the implications for doing business in an increasingly fragmented and volatile world. With companies facing two...more
Under Section 1030 of the California Code of Civil Procedure, a defendant may at any time apply to the court by noticed motion for an order requiring the plaintiff to file an undertaking to secure an award of costs and...more
The "usual suspects" when looking for director and officer indemnification requirements are...more
Who may be interested: Registered Investment Companies; Boards of Directors; Investment Advisers; Compliance Officers; Fund Administrators- Quick Take: In its August 28, 2024, open meeting, the SEC amended fund reporting...more
In a new article, professor of law Wendy Gerwick Couture aims for "a fuller understanding of Nevada corporate law, both substantively and theoretically, as compared with Delaware corporate law". For the title and them of her...more
The validity of a board meeting hinges on three things - a quorum, notice and call. Many lawyers focus on the first two and may overlook the third. For California and Nevada corporations, the question of who may call a...more
A recent post discussed whether amending a shareholders agreement is subject to qualification under the California Corporate Securities Law of 1968. For the purpose of that discussion, it is important to recognize that not...more
Trade association boards, like the boards of other private companies, often consist of stakeholders who are personally and professionally invested in the organization. Board members typically also possess significant business...more
I continue to be on the lookout for Delaware corporations that have made the decision to reincorporate in Nevada. Last Friday, Elevai Labs Inc. filed a preliminary information statement with the Securities and Exchange...more
It is axiomatic that directors and officers of a Delaware corporation owe fiduciary duties to stockholders (and the company). Controlling stockholders also owe fiduciary duties. A stockholder is deemed a controller either...more
A significant amount of background is required to answer the question of whether amending a shareholders agreement is subject to qualification under the California Corporate Securities Law. As an initial matter, the CSL...more
Welcome to EO Radio Show - Your Nonprofit Legal Resource. Episode 90 is a refresh of the third of the original episodes published in the summer of 2022. During these dog days of summer, it's a good time to bring back some of...more