Corporate Governance

News & Analysis as of

Corporate News – January 2017

First director disqualification: UK focus on pursuing individuals as well as companies for breach of competition law - The UK's Competition and Markets Authority has secured its first disqualification of a director of a...more

Breaking Up Is Not Hard To Do – Fractions, Scrip And Scrippage

The California General Corporation Law explicitly authorizes a corporation to issue fractional shares. Cal. Corp. Code § 407. A corporation, however, is not required to do so. Id. In lieu of issuing fractions, a...more

Mind the (Pay) Gap: Retailers May Want to Prep for Pay Equity Inquiries From Investors

In 2016, several technology companies received or responded to proposals from investors that requested shareholder votes regarding whether the companies should be required to prepare reports addressing their policies and...more

Boardroom Perspectives: Proxy Access – Preparing for the 2017 Proxy Season

As shareholders continue to submit proxy access proposals, public companies may wish to consider proxy access and develop a response plan. Many public companies have received shareholder proxy access proposals in...more

Calling All Stock Certificates

Last week, Broc Romanek’s Mentor Blog addressed the question of what to do about outstanding stock certificates following a reverse stock split. Today, I’ll weigh in with a California perspective....more

Election Result Risk Factors

January is a good time for calendar-year-end companies to re-evaluate, and update as necessary, their Form 10-K risk factors. This year in particular, the November election results introduce a wide range of new considerations...more

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

1,357 Results
|
View per page
Page: of 55
Popular Topics

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.

Already signed up? Log in here

*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.
×