Corporate Governance

News & Analysis as of

What is Your Ethical Culture?

The indictments last week of executives from Tanaka and Volkswagen roiled many in the business world and ethics and compliance arena. Coming on the heels of the Wells Fargo scandal, one might wonder how corporations can stop...more

Reform of corporate criminal liability for economic crime

On 13 January, the UK Ministry of Justice issued a Call for Evidence on the reform of corporate criminal liability for economic crime. This follows statements by the UK government in 2016 about extending corporate criminal...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

2016 Year In Review: Corporate Governance Litigation And Regulation

2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more

Desktop Reference: 8-K Filing Events 2017

Latham & Watkins has created the Form 8-K Filing Events and Periodic Report Filing Dates Desktop Reference Guide for 2017....more

Compliance Trends and Predictions for 2017

The past year was another great success for the compliance profession and related technologies. Compliance continues to grow as the “professionalization” of compliance continues to skyrocket. As my good friend Donna Boehme...more

Blog: Is There A Fix For Short-Termism?

Much has been written about the problems associated with the prevalence of short-term thinking in corporate America. As noted in a post from The Harvard Law School Forum on Corporate Governance and Financial Regulation, a...more

Blog: Likely Interim SEC Chair Spells Out His Priorities

According to this article in the WSJ, SEC Commissioner Michael Piwowar, who will probably become acting Chair when current Chair Mary Jo White steps down this month, has agreed with fellow Commissioner Kara Stein about...more

Fixing the Shareholder Proposal Process

Battles over proxy access have taken center stage over the past few years in the form of activist shareholder proposals and proposed SEC rulemaking. Now Business Roundtable is suggesting that the entire Rule 14a-8 shareholder...more

Corporate Law & Governance Update - January 2017

The following developments from the past month offer guidance on corporate law and governance law as they may be applied to nonprofit health care organizations: HEALTH POLICY INITIATIVES - Perhaps the most...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

Delaware Chancery Court Confirms the Invalidity of Fee-Shifting Bylaws for Stock Corporations

In Solak v. Sarowitz, C.A. No. 12299-CB (Del. Ch. Dec. 27, 2016), the Delaware Court of Chancery held that plaintiff stated a claim that a stock corporation’s fee-shifting bylaw was facially invalid under Section 109(b) of...more

It’s a Wrap – The Year in India That Was

Key developments in the Indian legal landscape in 2016 - From the Startup India campaign launched in January 2016 to the coming into force of substantial provisions of the Insolvency and Bankruptcy Code in December 2016,...more

Blog: Why Does Management Seek To Exclude Shareholder Proposals?

In this recent preliminary working paper, Why Do Managers Fight Shareholder Proposals? Evidence from No-Action Letter Decisions, academics at the USC Marshall School of Business attempt to determine why corporate management...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

For the CCO: Limit Your Self-Reliance

Many compliance professionals in the corporate world work long and hard to rise up to the senior management level in their organizations. It takes subject matter expertise, hard work and sometime propitious good fortune to...more

30 Days to a Better Compliance Program

Last summer I ran a two-week, combined blog and podcast series on the Ten Hallmarks of an Effective Compliance Program. The series was quite well received. As I fancy myself the Nuts and Bolts compliance guy and inspired an...more

Defending Maryland Closed-End Funds

Closed-end funds trading at a discount to net asset value sometimes are the subject of attack by activist stockholders. Activist focus on short-term gains can be at the expense of the long-term strategy preferred by many...more

"Hong Kong Regulatory Update - December 2016"

This Hong Kong regulatory update provides a brief overview of the principal Hong Kong regulatory developments in the preceding three months relevant to companies listed or proposed to be listed on The Stock Exchange of Hong...more

Delaware Court Addresses Fee-Shifting Bylaw

In 2015, Section 115 was added to the Delaware General Corporation Law, or DGCL providing that Delaware corporations may adopt bylaws requiring that internal corporate claims be filed exclusively in Delaware. Section 109(b)...more

3 Key Securities Litigation Developments of 2016

Among securities litigators, there is no consensus about the importance of developments in securities and corporate governance litigation. For some, a Supreme Court decision is always supreme. For others, a major change in...more

Sustainable Investment and ESG Compliance - Emerging Litigation

There is an increasing desire amongst PE firms to publicise value creation through the use of bespoke metrics to measure improvements and value derived from (ESG) policies including improved reputational risk management;...more

2016 Technology and Life Sciences IPO Report

Wilson Sonsini Goodrich & Rosati’s 2016 Technology and Life Sciences IPO Report presents key data related to the pricing of 49 U.S.- based technology and life sciences issuers between January 1 and December 1, 2016. In a year...more

Saudi Arabia Update - December 2016

Legal developments - New Regulations Published - The Minister of Commerce and Investment approved the Regulations for Unlisted Joint Stock Companies (Regulations). The Regulations cover many topics, including the...more

Developments in Proxy Access in Canada and the US: A Tale of Two Countries

Proxy access is the ability for a shareholder to nominate candidates for election to the board of directors. In Canada, the Canada Business Corporations Act (CBCA) and many provincial corporate statutes, including the Ontario...more

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