Corporate Governance

News & Analysis as of

Board Oversight of Cybersecurity

Cyber-attacks on U.S. companies have increased over recent years resulting in significant costs to companies. According to surveys, U.S. companies have experienced a 42% increase between 2011 and 2012 in the number of...more

Benchmarking Your Policy Management Program - Effective, Efficient & Agile Policy Management

The current state of policy management has left something to be desired. Today most companies lack policy maintenance, communication, attestation and training. Without policies, there is no written standard for acceptable and...more

Lead Director Network: Viewpoints: Proxy trends and advisory firm policy

Lead Director Network (LDN) and Compensation Committee Leadership Network (CCLN) members met jointly on July 17, 2014 to discuss proxy advisory firm policy and trends from the 2014 proxy season. They were joined for part of...more

Lead Director Network: Viewpoints: A dialogue with Keith Higgins, Director of the SEC’s Division of Corporation Finance

On July 16, 2014, as part of a joint meeting between the Lead Director Network (LDN) and the Compensation Committee Leadership Network (CCLN), members of both networks met with Keith Higgins, director of the Division of...more

Why Keeping Corporate Lawyers Quiet Is Good For Us All

In a recent post in The New York Times DealBook, Berkeley Law School Professor Steven Davidoff Solomon argues that keeping corporate lawyers silent “can shelter wrongdoing”. I completely agree that the attorney-client...more

Information Governance: On-the-Ground Perspectives and Practical Guidance

“Information Governance is: The activities and technologies that organizations employ to maximize the value of their information while minimizing associated risks and costs.” – Information Governance Initiative Annual Report ...more

Creative Shareholder Engagement–Director Videos?

Much has been written lately about the importance of shareholder engagement. (See this Doug’s Note, for example.) There has even been recent clambering to involve directors directly in shareholder engagement....more

Dealmakers Q&A: Bradley Arant's D. Franklin

D. Franklin is a partner with Bradley Arant Boult Cummings LLP in Birmingham, Alabama. He advises clients on a broad range of issues, including mergers and acquisitions, finance transactions, and federal and state securities...more

EY Global Fraud Survey: “Depressing,” yes, surprising, no.

In an August 21, 2014 post concerning the Ernst and Young (EY) 12th Global Fraud Survey (link here for download), Cindy Knezevich, (Vice President of Marketing Operations at The Network), states, “it’s shocking how little...more

Substantial Holder Notices - Some Recent Developments

Substantial holder notices are essential for the existence of an informed market. As reiterated by the Takeovers Panel (Panel) in the recent Northern Iron Ltd [2014] ATP 11 (Northern Iron) decision: "the broadly cast...more

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

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