News & Analysis as of

Directors

Never a Dull Moment in Employment Law: Whistleblowing and More

by Dechert LLP on

The Supreme Court’s recent decision quashing the Employment Tribunal fee regime is not the only recent employment law news of which UK employers need to be aware. This OnPoint summarises some other recent developments....more

Time to Elevate Insurance Provisions That Allocate Loss: Enhancing Coverage Under Executive Risk Liability Policies

by King & Spalding on

One of the primary functions of an executive risk liability policy, such as a directors and officers (“D&O”) liability policy, is to protect companies from the risk of covering costs incurred in the defense of its corporate...more

2017 Summer review: M&A legal and market developments

by White & Case LLP on

We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more

Company Director Becomes First Ever Convicted Under Hong Kong Privacy Law For Failing To Respond To Investigation Summons

by King & Spalding on

The director of a Hong Kong employment agency was convicted of a criminal offense arising under Hong Kong’s Personal Data (Privacy) Ordinance (“PDPO”) on June 30, 2017. The director pleaded guilty before the Kowloon City...more

Exercise of share options and board discretion

by Allen & Overy LLP on

There was an implied duty on the directors of a company not to act unreasonably, arbitrarily or capriciously when deciding whether to give their consent to shares being bought under an option agreement. The decision is a good...more

Restructuring and Insolvency Bulletin Issue 1 - 2017: United States: D&O Insurance Policies – a cautionary tale: the Peril of...

by Dechert LLP on

Directors and officers (D&Os) of troubled companies should be highly sensitive to D&O insurance policies with Prior Act Exclusion. While policies with such exclusion may be cheaper, a recent decision by the U.S. Court of...more

English Court Rejects Jersey Company Directors' Limitation Defence

by Sedgwick LLP on

Although the Jersey Courts have never ruled definitively on the limitation period applicable under Jersey law to claims against directors and officers of Jersey companies, the English High Court has recently held in the case...more

Plan Early to Avoid Failing the Directors 75% Meeting Attendance Test

Securities counsel typically works hand-in-glove with a public company’s corporate secretary throughout a typical year, with their collaboration intensifying when planning the annual shareholders’ meeting and related year-end...more

Exculpatory Provisions Under Delaware Law: Say What You Mean And Mean What You Say

Exculpation provisions in operating agreements must be carefully crafted in order to protect members, managers, directors and officers for breaches of fiduciary duties...more

Officers and Directors of Corporations Can Breathe a Little Easier - Good Faith Presumption is Now Law in Georgia

by Miller & Martin PLLC on

In response to FDIC v. Loudermilk, 295 Ga. 579 (2014), the Georgia Legislature enacted and Governor Deal signed into law HB192, which went into effect on July 1, 2017. The law is designed to protect decisions made by officers...more

A Primer To Covering Your Personal Assets As A Director Or Officer

by GB&A Insurance on

For directors and officers considering a seat in the c-suite, the prospect of having your personal assets exposed can be a scary one. Before accepting that seat, it's important to understand how/when your assets could come...more

Court Of Chancery Explains When Entire Fairness Applies To Option Grants And Voting Agreements

by Morris James LLP on

While directors have the right to issue options, when the grant is to themselves and there are specific facts suggesting unfairness, those directors will have the burden of proving the grants were entirely fair in a...more

Blog: Does The Health Of The Economy Depend On Getting The Role Of Shareholders Right?

by Cooley LLP on

Are shareholders really the “owners” of corporations? Even though shareholders have no responsibilities to the corporations they “own”? Should corporations be managed for the sole purpose of maximizing shareholder value? Are...more

FCPA Compliance Report-Episode 330 Robin Bew and Henry Stoever of the NACD

by Thomas Fox on

In this episode, I visit with Robyn Bew, the Director of Strategic Content Development for the National Association of Corporate Directors (NACD) and Henry Stoever, the Chief Marketing Officer for the NACD. They discuss what...more

Landmark Decision on Criminal Liability of 'Money Mule' Company Nominee Directors

by Morgan Lewis on

A recent Singapore High Court decision has clarified the situations in which nominee directors can be convicted of money laundering offences in banking and wire fraud, and the appropriate penalties to be imposed....more

Wrap-up: “Who is Winning the Securities Class Action War—Plaintiffs or Defendants?”

I am grateful for the enthusiastic feedback I’ve received on my three-part blog post “Who is Winning the Securities Class Action War—Plaintiffs or Defendants?” I especially appreciate the time Kevin LaCroix took to write a...more

Shareholder-Approved Award Limits for Non-employee Directors: Legal Update and Actions to Consider

by K&L Gates LLP on

A recent Delaware court decision validates the trending practice to add specific limits on non-employee director pay in public company “omnibus” incentive compensation plans, to be approved by...more

Officer and director checklist: Complying with the global reach of the New York Department of Financial Services Cybersecurity...

by White & Case LLP on

The New York State Department of Financial Services (NYDFS) issued Cybersecurity Requirements for Financial Services Companies (the "Cybersecurity Regulation") effective March 1, 2017. The regulation imposes tight compliance...more

Blog: Are Lone-Insider Independent Boards Too Much Of A Good Thing?

by Cooley LLP on

At more than half of the companies in the S&P 1500, the CEO is the lone board insider, according to this study and the related article in the WSJ. Isn’t that a good thing? Maybe not, say the authors, whose study showed that...more

Fiduciary Duties of Directors in Connection with An Acquisition: A Massachusetts Difference

by Foley Hoag LLP on

Customary analysis of the fiduciary duties of directors in connection with their consideration of an acquisition of the corporation focuses on the nature of that fiduciary duty: What is that duty? Under what circumstances is...more

Blog: What is a Benefit Corporation?

by Cooley LLP on

Over the last several years, there has been a dramatic increase in entrepreneurs interested in using business to drive positive social change. While corporations retain substantial flexibility to pursue social and...more

Il nuovo regime fiscale dei piani di co investimento di amministratori e dipendenti

L'articolo 60 del d.l. n. 50 del 24 aprile 2017, pubblicato in G.U. 24 aprile 2017 (di seguito "Decreto"), disciplina il regime fiscale applicabile ai redditi derivanti dalla partecipazione ad OICR, società o enti percepiti...more

Strengthening the Georgia Business Judgment Rule

by Alston & Bird on

Yesterday, May 9, 2017, Governor Nathan Deal signed HB 192 into law, amending the Georgia Business Corporation Code and corresponding provisions in the Financial Institutions Code of Georgia. HB 192...more

Corporate Law & Governance Update - May 2017

by McDermott Will & Emery on

Wells Fargo Lessons - The recently released independent investigative report of the Wells Fargo sales model controversy provides a surprising number of important oversight, structural and reporting lessons for the...more

Another Reminder that Director Limits set forth in Equity Plans Allow Director Compensation to be Reviewed under the more Lenient...

Earlier this month, in In re Investors Bancorp, Inc. Stockholders Litigation, the Delaware Court of Chancery reiterated its view that placing a meaningful limit on director equity awards to be granted under a stockholder...more

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