Directors

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Blog: How Do Activists Get Corporate Boards To Focus On Climate Change Issues? Talk Softly And Carry A Big Stick

With today’s signing of the Paris climate change accord, one question that now arises is how do activists get corporate boards to focus on climate change issues? They talk softly and carry a big stick. And, according to this...more

Concerned about a going concern? New standards on accounting standards

Following on from our recent blog post on Ralls Builders Limited (in liquidation) [2016] EWHC 243 (Ch), in which Mr Justice Snowdon discussed the issues around wrongful trading under section 214 of the Insolvency Act 1986 and...more

Blog: Equilar Report On Trends In Director Stock Ownership Guidelines

The consulting firm Equilar has recently issued a Report on its study of trends in the design and prevalence of director stock ownership guidelines among Fortune 100 companies. The study looked at the fiscal years 2012, 2013...more

Court Of Chancery Explains Demand Refused Rules

This initial formal decision by the recently-appointed Vice Chancellor shows her firm commitment to the tradition of the Court of Chancery to produce well-written, scholarly opinions. ...more

Board Refreshment: Investors Respond to Trends in Mandatory Retirement Age and Tenure with More Stringent Voting Policies

As many institutional investors have concluded, prevailing governance policies and practices have not produced desired board refreshment, which these investors would support in order to strengthen expertise, promote diversity...more

Director disputes: wrongly appointed directors

A change to the Companies Act 2006 provides a simpler method for a person who did not consent to act as a director to have their name removed from the public register at Companies House. The new process is available from 6...more

A Compilation of Enforcement and Non-Enforcement Actions

Non-Enforcement - Remember to Update Your Risk Disclosure on an Ongoing Basis - The staff of the Securities and Exchange Commission (SEC) issued guidance reminding mutual funds, exchange traded funds, and other...more

Blog: Scrutiny Of Director Tenure Continues: Is It The Next Cause Célèbre?

The scrutiny of pale, stale and male boards continues, this time focused on the “stale,” that is, long-tenured directors. According to the WSJ, institutional investors are increasingly questioning whether more turnover on...more

Rush to conflict: Hurried transaction fails after British Columbia court finds conflicts of interest

Conflicts of interest in corporate transactions can present thorny issues for directors, management and their advisors. A British Columbia company recently found itself in a prickly situation when a proposed deal was...more

The Luxembourg Indirect Tax Administration Confirms That Director Fees Are Subject To VAT

The Luxembourg indirect tax administration is reported to have confirmed that director fees are subject to VAT. This is in line with the Luxembourg VAT law and the position of the European Commission on this matter....more

2015 Georgia Corporation and Business Organization Case Law Developments

This survey covers the legal principles governing Georgia businesses, their management and ownership. It catalogs decisions ruling on issues of corporate, limited liability company and partnership law, as well as transactions...more

Blog: How to Handle Changes on Your Board of Directors

Board members tend to stay with companies for a relatively long time, but, like employees, sometimes it makes sense for a board member to leave. Here is what I try to do when a board member departs: - Clear...more

Verifying The Identity Of Directors

Sometimes, you just can’t be sure whether about the identity of a corporation’s directors. Doubt can arise for a number of reasons. Corporate records may be lost entirely. Corporate records may be incomplete or...more

D&O Insurance – Do I Need It?

If you do a Google search for D&O insurance, you’ll find plenty of articles from prospective insurance providers and agents urging you to get D&O insurance for your privately held company. In some cases, the company has a...more

Court Holds That An Officer Can Negotiate New Employment Without Breaching Fiduciary Duties

In Great American Food Chain, Inc. v. Andreottola, a corporate officer and director negotiated and accepted employment with a competitor while still employed with his prior employer. No. 3:14-CV-1727-BK, 2016 U.S. Dist. LEXIS...more

Court Of Chancery Explains Advancement Rights Of Former Director

As is well known, a former director may be entitled to have his fees advanced in suits against him even after he has resigned from the board. ...more

When a Director May Inspect the Company's Books and Records

Section 220(d) of the Delaware General Corporation Law (DGCL) permits a director to inspect a company's books and records "for a purpose reasonably related to the director's position as a director." It is well settled under...more

Blog: Does The Rise Of The “New Insider” Mean That It’s Time For A Board Refreshment Policy?

The term “board refreshment” may elicit some giggles – no, we’re not talking about shots of The Balvenie 50-Year Old Single Malt Scotch Whisky, Speyside, Scotland – but the topic of director tenure is increasingly becoming...more

Ban on Corporate Directors

From October 2016 no person, other than a natural person, will be able to be appointed as a director of a company formed and registered under Companies Act 2006 (the Act) or Companies Act 1985[2], unless that company is the...more

Building Your Board of Directors

A board of directors has the ultimate authority to direct the management and affairs of a company. Legally, a board authorizes the issuance of stock; hires (and fires) senior executives; approves material compensation...more

NASDAQ Proposes Rule Requiring Disclosure of “Golden Leash” Arrangements

On January 28, 2016, the NASDAQ Stock Market LLC proposed a change to its Listing Rules that, if implemented, would require NASDAQ-listed companies to publicly disclose so-called “golden leash” arrangements. “Golden leash”...more

Court Of Chancery Explains Director Right To Information And What Communications Qualify As Corporate Books and Records

This is one of those scarce cases dealing with director access to a corporation’s books and records. After all, Delaware law provides directors with an almost unlimited right to a corporation’s records needed for them to...more

Overboarding–How Many Directorships are Too Many?

Every so often, the issue of “overboarding”—meaning directors serving on too many boards—pops up in the news or in corporate governance circles. On January 21st, a Wall Street Journal article by Joann S. Lublin entitled How...more

Court Of Chancery Applies Entire Fairness To Controller Contract

This is an important and useful decision for at least two reasons. First, the Court carefully analyzes past Delaware precedent to conclude that the entire fairness test applies not just to squeeze-out mergers, but also to...more

Blog: Directors Say: Do As I Say, Not As I Do

The firm surveyed directors at more than 300 companies (public, private and not-for-profit). The article reports that, while 75% of those surveyed said that they supported age and tenure restrictions, 61% said that they were...more

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