News & Analysis as of

Corporate Governance

Litigation Issues Arising from M&A Transactions - Don't Cut Corners: How Legal Shortcuts May Come Back to Haunt You Later

by Bryan Cave on

On September 20, San Francisco Partner Meryl Macklin and Los Angeles Partner Katherine Ashton hosted a webinar on the litigation issues arising from M&A transactions and how legal shortcuts could come back to haunt...more

Laying the Foundation for Success: Structuring the Board of Directors in a Family-Owned Business

The board sets the overall strategy and policies of the company, so your corporate governance foundation starts with structuring the board of directors. As the overall governing body, the board elects the officers of the...more

CEO Leadership – Honesty, Integrity, Listening and Empathy

by Michael Volkov on

At the outset, let me concede that I am not a psychiatrist (although we all feel like one at times with family members and colleagues). My observations on CEO leadership come from my own life experiences, and professional...more

Investment Adviser Compliance with SEC’s Amended Form ADV

by Winstead PC on

Beginning October 1, 2017, investment advisers filing Form ADV with the Securities and Exchange Commission (the “SEC”) must file using the amended form adopted by the SEC on August 25, 2016 (the “Amended Form ADV”). According...more

Corporate News – September 2017

by Hogan Lovells on

A monthly newsletter covering topics of interest in the field of UK corporate law including mergers and acquisitions, listed companies, equity capital markets, corporate governance and general company law. This month's...more

Companies Amend Bylaws in Response to Activist ‘Placeholder Slate’ Tactic

In the past year, more than 50 publicly traded companies, including 19 on the Standard & Poor’s 500 index, have amended their bylaws to address the potential for a so-called “placeholder slate” of directors. The bylaw...more

Farewell to a Repo Man and Using Laconic Persuasion as a CCO

by Thomas Fox on

The life of a Repo Man is always intense… That was one of the greatest lines from one of the greatest movies from one of the greatest laconic actors of all time. Of course it was Harry Dean Stanton who died over the...more

Tips on Using the Remainder of 2017 to Prepare for the 2018 Proxy Season

With the 2017 proxy season over for most companies, attention now turns to preparing for 2018. There are a number of compliance "musts" to focus on, as well as items that can be addressed in 2017 to make the 2018 proxy season...more

The Financial Report, Vol. 6, No. 17

by DLA Piper on

The juxtaposition of items in the financial news is always fascinating. Earlier this week, an article appearing in the Wall Street Journal stated that state legislatures are moving to bolster investor protections due to...more

Amendments to Connecticut Business Corporation Act Effective October 1, 2017

by Murtha Cullina on

Public Act No. 17-108, titled An Act Concerning Limited Liability Companies and Business Corporations (the "Act"), has amended the Connecticut Business Corporation Act ("CBCA"). Effective October 1, 2017, the Act amends the...more

Nevada Favors New York Over Delaware Precedent For SLC Review

by Allen Matkins on

Nevada law endows a board of directors “full control over the affairs of the corporation”. NRS 78.120(1). This control is subject only to such limitations as may be provided by NRS chapter 7, or the articles of...more

Go West? What the NYSE Has to Offer for Gulf IPOs

by Bracewell LLP on

Saudi Aramco’s planned IPO has put the region’s companies in sharp focus for global investors. As GCC nations continue to experience shifts in economic activity, including less government spending, more companies (both state...more

The COSO ERM Framework

by Thomas Fox on

The COSO Enterprise Risk Management (ERM) Framework was released last week. It provides an excellent structure for compliance practitioners and businesses to think through the entire lifecycle of risk management....more

Proposed UK Corporate Governance Reforms Target Executive Pay Justification, Employee Engagement

by Jones Day on

The Situation: The UK government has proposed several corporate governance reforms in an effort to improve transparency and accountability in private and public employers....more

Ten early-stage legal missteps that may come back to haunt a company’s sale or IPO

by Bryan Cave on

In the fast-paced, high-stakes and high-pressure world of startups, financial resources are scarce. Time is of the essence. Product and business development are high priorities....more

CCOs and the C-Suite

by Michael Volkov on

Let’s start out with something ironic – the C-Suite typically resists the need for ethics and compliance training, as well as other compliance controls, claiming that they know everything about ethics and compliance....more

When Can an Outside Attorney Serve as a Special Litigation Committee in an LLC Derivative Suit? When the Parties’ Contract Says...

In a decision handed down on August 15, 2017 by the New York Appellate Division First Department, the court endorsed the practice of the appointment of a Special Litigation Committee (SLC) by a limited liability company (LLC)...more

Blog: Studies Show Hedge Fund Activists Have Adverse Impact On Board Diversity And Target More Firms With Women CEOs

by Cooley LLP on

While more and more institutional holders and asset managers are noisily promoting board diversity among their portfolio companies—including, most recently, the NYC Comptroller and the NYC pension funds—hedge fund activists...more

Countdown to New Form ADV – Are You Ready?

by Dorsey & Whitney LLP on

October 1st is less than a month away. That’s the effective date for the new Form ADV (Uniform Application for Investment Adviser Registration and Report by Exempt Reporting Advisers). ...more

Why Your Board Should Stop Approving Individual Loans

by Bryan Cave on

In this the new era of banking, our clients are continually looking for ways to enhance efficiency and effectiveness at all levels of their organizations. This line of thinking has led to the revolution of the bank branch and...more

NYC Comptroller Launches “Boardroom Accountability Project 2.0”: Pushing for More Diversity, Independence and Climate Expertise

by Locke Lord LLP on

On September 8, 2017, New York City Comptroller Scott M. Stringer and the New York City Pension Funds announced the launch of the “Boardroom Accountability Project 2.0.” The goal of Project 2.0 is to make the boards of 151...more

Blog: Will Board Diversity Be The New Proxy Access?

by Cooley LLP on

In 2014, NYC Comptroller Scott Stringer, who oversees the NYC pension funds, submitted proxy access proposals to 75 companies—and ignited the push for proxy access at public companies across the U.S. The form of proxy access...more

In Case You Missed It - Interesting Items for Corporate Counsel - August 2017

by Stoel Rives LLP on

A review of 2017 proxy season activity, including the trend toward adoptions of proxy access bylaws, is here. A suggestion that the big news of the 2017 proxy season was climate change proposals and the shift in Blackrock,...more

UK Corporate Governance Reform - More Regulation, But Not as Bad as Feared!

by Seyfarth Shaw LLP on

Last week the UK Government published its formal response paper on UK corporate governance reform, describing the proposals as "world-leading." The proposals follow an earlier green paper published by the Government in...more

The FMA's Annual Corporate Plan

by DLA Piper on

The Financial Markets Authority (FMA) recently issued its Annual Corporate Plan for 2017-2018 (ACP). This sets out the FMA's priorities and intended activities for the year ahead and is one of their core strategic...more

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