Corporate Governance

News & Analysis as of

Dealmakers Q&A: Baker Botts' John Martin

John W. Martin is a corporate partner with Baker Botts LLP and serves as the partner-in-charge of the firm’s Palo Alto, California, office. He also serves on the firm’s executive committee and as the firmwide technology...more

The Corporate Representative’s Deposition Bill Of Rights (And Wrongs)

Your company’s general counsel just “voluntold” you that you’re going to be deposed as the company’s representative in a court case that you’ve never heard of. What in the world is she talking about, and what will you have to...more

Five Essential Improvements to Corporate Governance

Continuing with my list theme for the week, it is important to remind everyone that a culture of compliance begins with the board of directors, filters to the CEO who commits to promoting ethics and compliance in the company,...more

Court of Appeal Clarifies Directors’ Fiduciary Duties and the Business Judgment Rule for Executive Compensation Matters

The Court of Appeal for Ontario recently affirmed the nature of directors’ and officers’ fiduciary duties and clarified the application of the business judgment rule in the context of a dispute regarding executive...more

Drafting and Revising Bylaws: Common Pitfalls, Best Practices, and Maximizing the Effective Governance of Your Nonprofit

In this presentation: - Top 10 Tips for Bylaw Amendments – General Process Considerations – Governance Hierarchy – Specific Provisions to Note • Purposes Clause • Membership...more

Shareholder-Director Engagement – The Latest Governance Trend?

A few weeks ago several large institutional investors identified as the Shareholder-Director Exchange (SDX) Working Group sent a letter to the lead directors and corporate secretaries of Russell 1000 companies asking them to...more

Conflicts & Nepotism – A Dangerous Employment Cocktail

Last week, Alabama Governor Robert Bentley removed Alabama State University Trustee Marvin Wiggins for violating the University’s conflict of interest rules. The removal proved once again that if you are responsible for the...more

Equity Capital Markets: New ABI Transaction Guidelines

The Association of British Insurers (“ABI”) has published guidance on the expectations and views of ABI members on various aspects of equity capital market transactions. The guidance is split into three sections, ‘Initial...more

Step-by-Step, Inch-by-Inch: Trouble for Wal-Mart in Delaware

Niagara Falls, slowly I turn, step-by-step, inch-by-inch. In a creative epiphany, I have found a way to link together one of my favorite Three Stooges (Curly was my hero) scenes and Wal-Mart’s current situation in Delaware...more

Stockholder Proposal Seeks To Ratification Of All Decisions And Actions

For the last six years, Amerco as included a rather unique stockholder proposal in its proxy statement. It’s there again this year. Basically, it asks the stockholders to ratify and affirm all decisions and actions by...more

Vote-Counting Standards: A Recipe for Confusion?

Shareholder voting standards was a hot topic this proxy season and will likely continue to be of significant interest next proxy season and in subsequent years. This proxy season, shareholders submitted various proposals...more

Future-Proof Your Policy Management System with Content Strategy

Compliance teams are paying more and more attention to policy management. From bribery of government officials to sexual harassment and data security, companies have a vested interest in knowing that employees are doing the...more

Anti-Inversion Legislation May Impact Non-Inverted Private Equity Deals

Corporate inversions have been the target of regulatory or statutory tax proposals for many years. However, the recently attempted combination of Pfizer and AstraZeneca received prompt and more far-reaching attention in the...more

Whistleblowers are important | Ensure yours understand their benefit

Over the last few years, we've seen how the power of whistleblowers can effect change, hold companies accountable and stop corruption. The spotlight on the critical role they could have played is seen in the absence of them...more

Miami Courts Drive Florida Business Law

Recent opinions in corporate governance litigation make clear that Miami courts are leading the way in developing Florida case law governing key corporate governance issues. In Dinuro Investments, LLC v. Camacho, Judge John...more

Governance, Risk, And Compliance Platforms, Q1 2014

In this Issue: - GRC Technology Decisions are Getting More Difficult - It’s Not worth Defining submarkets For GRC Platforms - Governance, Risk, and Compliance Platform evaluation Overview -...more

Code of Conduct, Compliance Policies and Procedures-Part III

Today, I continue with Part III of my four-part series on the best practices surrounding your Code of Conduct and anti-corruption policies and procedures. In this post, I take a look at drafting policies and procedures. I...more

What Is A Cap Table, Why Do You Need One and What Should It Look Like?

At its most basic level, a cap table is just a list of your company’s securities (i.e., stock, options, warrants, etc.) and who owns those securities. A cap table should tell you “who owns what.” More complex cap tables may...more

2014 Amendments to the Delaware General Corporation Law

On July 15, 2014, Delaware Governor Jack Markell signed Delaware House Bill No. 329, which makes a number of noteworthy changes to the Delaware General Corporation Law. The 2014 amendments address: (1) mergers under DGCL...more

The C-Suite Crucible and International Business: “Motivated Blindness"

In the June 2013 issue of Business Compliance (Baltzer Science Publisher, Anthony Smith-Meyer, Editor), Scott Killingsworth (Partner, Bryan Cave LLP) writes about “Ethics in the Executive Suite: The Best, The Brightest and a...more

Antitrust and competition enforcement is changing fast: our report for multinationals from 3 global conferences

The world of antitrust/competition enforcement is changing more rapidly than ever. This evolving environment presents new challenges for companies with multinational operations, their executives and their advisers....more

“Corporate Governance” in a Family Business: Who Needs It?

Smaller family-owned businesses are often operated with a degree of informality that is both natural and efficient. The thought is that “corporate governance norms” are for someone else’s business—the big guys with their...more

New York Non-Profit Revitalization Act of 2013

In this Report: - Overview of Applicability - Summary of the Act’s Governance Requirements - Summary of the Act’s Financial Reporting Rules for Organizations Required to Register to Conduct Charitable...more

FCPA Compliance and Ethics Report-Episode 76-World Cup Report-Part VI [Video]

In this episode, which is the first of a two part series, Mike Brown and I begin to wrap up some of our thoughts and take-aways from the recent World Cup. We discuss anti-bribery and anti-corruption in the context of the...more

Risk Planning and Board Liability

Board members are in the hot seat, or to put it another way – they are in a hot kitchen. The question is whether they can stand the heat of the hot kitchen....more

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