News & Analysis as of

Corporate Governance

DOJ vs. OIG: Analysis of Recently Issued Federal Compliance Documents

by Polsinelli on

Within just weeks of each other, the U.S. Department of Justice (DOJ) and the U.S. Department of Health and Human Services’ Office of Inspector General (OIG) issued separate documents that health care organizations may use to...more

Blog: Shareholder Proposal Process In The Crosshairs

by Cooley LLP on

According to this report in Bloomberg BNA, the plans for changing the shareholder proposal process in the Financial CHOICE Act 2.0 are quite dramatic and could effectively curtail the process, if that is, the current version...more

Canadian shareholders engage with U.S.-style proxy access: A Brave New World, or Much Ado About Nothing?

by DLA Piper on

Shareholders of the Toronto-Dominion Bank (“TD Bank”) and the Royal Bank of Canada (“RBC”) voted in the last few weeks on shareholder proposals made to confer additional proxy access rights to shareholders in the nomination...more

SEC’s Investor Advisory Committee Airs Concerns Over Multi-Tiered Offerings Following Snap’s IPO

Snap Inc., which debuted on the New York Stock Exchange (NYSE) on March 2nd, was the largest tech IPO since Alibaba went public in 2014. Initially priced at $17 per share, the share price jumped to more than $24 by the end of...more

California And The “Entitled To Vote” Standard

by Allen Matkins on

Recently, I came across a proxy statement for a California corporation that stated the vote required for shareholder action on several proposals was “the affirmative vote of the majority of the shares represented at the...more

Failure To Return Shares Subject To Repurchase Right Supports Conversion Claim

by Allen Matkins on

Closely held issuers often include a repurchase right in their equity award agreements. I expect that in most cases, shareholders will comply with these provisions. When a shareholder doesn’t, the company’s most obvious...more

Short Term Rentals

Does your Community Association have sufficient protections in place for Short-Term Vacation Rentals? With the rise in short-term rentals through popular sites like Airbnb, Inc. and Vacation Rentals by Owner (VRBO),...more

Corporate Formalities Matter in the Transfer of Shares of Family-Owned Businesses

by Murtha Cullina on

Shares in family-owned businesses are often transferred between family members, whether through a sale or gift during a shareholder’s lifetime or through inheritance after an owner’s death. The parties to such a transfer...more

Continuing Confusion About Shareholder Approval Requirements

by Allen Matkins on

I continue to read confused statements in proxy statements about the vote required for shareholder action. The default voting rule in Delaware is found in Section 216(2) of the Delaware General Corporation Law...more

Virgin Islands District Court Dismisses Securities Fraud Claims For Failure To Allege Falsity And Loss Causation

by Shearman & Sterling LLP on

On April 6, 2017, Judge Harvey Bartle III, sitting by designation in the United States District Court for the District of the Virgin Islands, dismissed a putative class action against Altisource Asset Management Corporation...more

Filing the wrong articles at Companies House: what is the effect?

by Dentons on

The High Court has had to consider the impact on a company's members of the company filing the wrong version of its articles at Companies House....more

Canadian Securities Administrators publish proposed national instrument derivatives: business conduct

by Dentons on

On April 4, 2017, the Canadian Securities Administrators OTC Derivatives Committee (the CSA) published the following proposed national instrument and related companion policy which will be open for comment for a 150-day...more

Diversity and Inclusion: Not Just an Ideal, But a Client Demand

by Sands Anderson PC on

Facebook recently announced a new policy: At least 33% of the lawyers hired to represent the social media giant must be a female or minority. Law firms vying to service Facebook’s legal work must demonstrate their active...more

20 Questions to Ask when Prioritizing Your Policy Development Efforts

by NAVEX Global on

Having too many policies can burden your organization, but having too few exposes it to unnecessary risk. That means we need to prioritize which policies we will develop (or revise) first. As a rule of thumb, policies are...more

Schemes of arrangement: share splitting and exercise of voting power

by Dentons on

In a decision on a previously undecided point, the High Court has held that a share-splitting exercise, carried out by a shareholder to boost the number of shareholders voting against a scheme of arrangement, did not defeat...more

How to Assemble a Board of Directors for a Startup

by JD Supra Perspectives on

A successful startup will likely see the structure and composition of its board of directors change significantly over time....more

Proskauer’s 2017 IPO Study

by Proskauer Rose LLP on

Proskauer’s Global Capital Markets Group has released its fourth annual IPO Study, a comprehensive analysis of U.S.-listed initial public offerings that priced in 2016, including an identification of IPO trends over a...more

Corporate Law & Governance Update - April 2017

by McDermott Will & Emery on

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: OVERSIGHT OF CORPORATE CULTURE - A significant emerging...more

Understanding the New DOJ Compliance Guidance: Part Three – Policies & Procedures

This is the third in a series of posts where we will explore critical elements of a successful compliance program. In February, the Department of Justice’s Fraud Section offered a new perspective on what the government...more

Global Private Equity Newsletter - Spring 2017 Edition: Bridging the Consideration Gap

by Dechert LLP on

As recently as March 15, 2017 (Financial Times), KPMG explained that total market capacity for M&A will increase by 17% in 2017 as companies continue to pay down debt and bolster cash reserves. As a result, sell-side...more

Delaware Chancery Court Dismisses Suit Challenging Board Compensation Awards Under A Stockholder-Approved Compensation Plan

by Shearman & Sterling LLP on

On April 5, 2017, Vice Chancellor Joseph R. Slights of the Delaware Court of Chancery granted defendants’ motion to dismiss a stockholder derivative suit against the directors of Investors Bancorp, Inc., which had asserted a...more

SEC Issues Updated Statement on Conflict Minerals Rule

by Ropes & Gray LLP on

On Friday afternoon, the SEC’s Division of Corporation Finance issued an Updated Statement on the Conflict Minerals Rule (the “Rule”). An updated Statement was widely anticipated. Earlier in the week, on April 3rd, the U.S....more

Corporate News - April 2017

by Hogan Lovells on

Beneficial ownership - BEIS call for evidence on register of beneficial owners of overseas entities - In March 2016, BEIS published a discussion paper which outlined a range of proposals to enhance the transparency of...more

Disclosure Alert: Consider Transitional Disclosure on Revenue Recognition Standard

by Dorsey & Whitney LLP on

The staff of the Securities and Exchange Commission (SEC) continues to encourage companies to provide useful disclosure to investors with regard to the new revenue recognition standard that will apply for reporting periods...more

Law à la Mode: The future of retail; Green fashion; E-commerce in China; Brexit update: trademarks and design; and more (UK) Issue...

by DLA Piper on

Management, a Belgian national and expert on retail management and customer experience for fashion, department stores and home improvement retailing. He tells us about the changes he has seen in the retail sector over the...more

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