Corporate Governance

News & Analysis as of

Event Recap: Transitioning to Sibling and Cousin Generations

Recently, DWT’s Family Business Group sponsored a day-long workshop on Succession Planning featuring Professor Ivan Lansberg from Northwestern University’s Kellogg School of Management.  Professor Lansberg is one of the world...more

Blog: How Did Corporate Boards Become Afflicted With Economic ADHD?

The author, the Executive Director of the Investor Responsibility Research Center Institute, begins with the evidence that the disease has taken hold: he first notes an academic study showing that “three quarters of senior...more

Genealogy And The Corporate Lawyer

Who is family and how close are they? These aren’t questions that typically occupy the mind of a corporate lawyer. Occasionally, however, consanguinity matters even to a corporate lawyer. Thus, Section 308 of the...more

Defining “Effective” Ethics and Compliance Programs

The compliance profession faces many challenges. Some are more important than others. When it comes to evaluating performance, or measuring compliance programs, the profession has a steep uphill climb....more

M&A Update: New York Court of Appeals Rejects Extension of Common Interest Privilege to Merger Talks

On June 9, 2016, a divided New York Court of Appeals in a much-anticipated ruling held that the attorney-client privilege can only be maintained for communications involving third parties in situations where litigation is...more

Court Of Chancery Requires SLC Member Be A “Director”

Under the famous Zapata decision, a board of directors may take control of a derivative case, provided it meets the test set out in that opinion. But may such a board, or the managers in an LLC, delegate that authority to a...more

Blog: Does Director Tenure Affect Company Value?

With a number of institutional investors and proxy advisory firms advocating that public companies adopt “board refreshment” policies, much energy has been devoted to studying the impact of director tenure in the context of...more

A Rush to Compliance: Patience is a Virtue

Compliance officers are, by definition, goal driven. They are high achievers and expect to succeed. So what. You may say – we all know that. Compliance officers are not the most patient group of people. They want to see...more

Are Mandatory Gender Diversity Targets Coming for Public Companies in Ontario?

On June 7, 2016, the Ontario government announced that it has accepted all 11 recommendations set forth in Catalyst Canada’s report, Gender Diversity on Boards in Canada: Recommendations for Accelerating Progress (Report)....more

Ontario Encourages Gender Diversity Targets for Boards

The Ontario Government has announced a target that women comprise at least 40 percent of appointments to provincial boards and agencies by 2019 and is encouraging businesses to set gender diversity targets for their boards of...more

The “Economic Costs” of Compliance Mandates

I always enjoy economists and the rigor of economic analysis. It has a logic all its own. Economic theory reveals the power of incentives and disincentives. Many critics of economic theory fail to see how it applies to...more

A Guide to Doing Business in Italy

Italy is renowned for its rich art, cuisine, history, fashion, and culture; its beautiful coastline and beaches; its mountains; and priceless ancient monuments. In fact, Italy is a top tourist destination and has more World...more

Romanian Legal Update: Significant Changes In The Field Of Corporate Governance For Public Undertakings

Law No. 111/2016 for the approval of the Government Emergency Ordinance No. 109/2011 regarding the corporate governance of public undertakings (the Ordinance) has been published in the Official Gazette No. 415 of 1 June 2016...more

Preparing for GRC in the Decade to Come

What will the world of governance, risk, and compliance look like by 2025? This field is too broad and fast-changing to talk about the far future (and in GRC, 10 years definitely is “the far future”) with any...more

Blog: Board Gender Diversity? Hedge Fund Activists Fail Miserably But Women-Led Businesses Fare Better

As reported earlier this year on Bloomberg, when activists seek to replace directors at target companies, they rarely look to women. Bloomberg analyzed data regarding five of the biggest U.S. activist hedge funds, each...more

Blog: Once Disparaged, Will The Virtual-Only Shareholders’ Annual Meeting Be Rejuvenated?

For many years, annual meetings of shareholders have been viewed as increasingly moribund rituals of corporate governance, as fewer and fewer shareholders are able or willing to overcome the logistical and financial burdens...more

Federal Agencies Release Joint Proposed Rule on Financial Institution Incentive-Based Compensation

Last month, consistent with their obligation under the Dodd-Frank Act, several federal agencies released for comment a joint proposed rule that would prohibit any incentive compensation that encourages inappropriate risk...more

Five on Friday – Five Recent Developments that We’ve Been Watching Closely: June 2016

It’s Friday and time for another overview of developments in the field of business and human rights that we’ve been monitoring. This week’s post includes: new guidance for boards of directors on business and human...more

Practical Tips for Effective Corporate Compliance

SEC personnel frequently speak publicly on a variety of topics. Some speeches are less than memorable, while others so perfectly capture the essence of a subject and provide such practical insight that it would be a shame for...more

Taseko Mines Defeats Raging River in Proxy Contest: Important Lessons for Boards Facing a Dissident Attack

After a lengthy, acrimonious and costly proxy contest to remove three directors of Taseko Mines Limited (“Taseko”) and elect its own nominees, in early May, 2016, activist investor Raging River Capital LP (“Raging River”)...more

When Someone Is Missing, Is Consent Unanimous?

The word “unanimous” is derived from two Latin words, unus (meaning one) and animus (mind). Thus in Plautus’ play, the servant, Stichus, tells his friend, Sagarinus: “ego tu sum, tu es ego, unianimi sumus (I am you and you...more

Gender pay gap – a new frontier?

Stockholder proposals regarding gender pay equality have been proposed at several large companies during this year’s proxy season, particularly among technology companies....more

SEC continues to focus on internal control failures

The SEC has settled charges against Texas-based oil company Magnum Hunter Resources Corporation (MHR) and several individuals. The list of individuals implicated in this proceeding includes MHR’s Chief Financial Officer,...more

Non-GAAP measures - expecting an SEC crackdown

During the past few months, members of the SEC staff have been foreshadowing a renewed focus on enforcement of reporting of financial metrics and the use of “non-GAAP” financial measures by companies in the capital raising...more

Need some "specificity" in your proxy card? New SEC interpretation

The SEC's Division of Corporation Finance has issued a new interpretation related to the form of proxy requirements. The interpretation relates to the specificity with which an issuer must describe a Rule 14a-8 shareholder...more

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