Directors

News & Analysis as of

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

The New U.K. Ownership and Control Transparency Regime (The PSC Regime)

If you read one thing... - U.K. corporates required to identify and record identities (including home addresses) of 25%+ holders of economics/votes/control (“PSCs”) – exclusion for most U.K. listed issuers. ...more

Cybersecurity Legislation Stalks Bank Directors

To avoid potential personal liability for cybersecurity breaches, bank directors should take proactive steps to make sure their institution complies with all applicable regulations. In the wake of recent well-publicized...more

Directors must exercise their powers only for a proper purpose

A new judgment was released by the Supreme Court on 2 December 2015, which emphasises the importance of directors acting with ‘proper purpose’. The case was Eclairs Group Ltd v JKX Oil & Gas plc; Glengary Overseas Ltd v...more

Cybersecurity Risks: Directors and Officers Should Stop, Collaborate and Listen

The risks associated with cyber-attacks and data breaches are growing in Canada and internationally and the costs associated with an organization preventing, detecting, responding to and recovering from such an incident can...more

Recent Decision Clarifies Availability of Defences at the Leave Stage in Statutory Securities Class Actions

The Ontario Superior Court of Justice’s (Court) recent decision in Rahimi v. SouthGobi Resources (Rahimi) confirms that courts will consider and evaluate defences at the leave stage of a statutory secondary market disclosure...more

2016 Compensation Committee Handbook

The Executive Compensation and Benefits Group at Skadden, Arps, Slate, Meagher & Flom LLP is pleased to provide you with this second edition of its Compensation Committee Handbook. This edition reflects developments in...more

The Misleading Case For A Majority Vote Standard

Proponents of a majority vote requirement for the election of directors often decry the fact that under a plurality vote standard, a director can win with a single vote.  For example, the 2015 proxy statement of Nabors...more

Desktop Reference Guide: Summary of Section 16 Rules

This is a summary only. Due to the complexity of Section 16, please consult with us regarding the application of Section 16 to your particular circumstances. Please see full Reference Guide below for more information....more

Do Not Pass Go. Do Not Collect $200?: D&O Insurance—Advance Warning on Fee Advancement

In a recent string of decisions, the Delaware Chancery Court has addressed the scope of the right of Directors and Officers to have their legal expenses paid while governmental investigations or legal proceedings against them...more

Blog: Paper Debunks Seven Board Myths

In “Seven Myths of Boards of Directors,” two academics from Stanford Business School set about debunking some of the most common and persistent expectations regard best practices in board structure, composition and procedure....more

Business Litigation Alert: "Court Ruling Allows Whistleblower to Sue Board Members"

A recent ruling in California federal court (here) broadens legal protections for whistleblowers and expands who can be held liable in retaliation cases. In the case, Wadler v. Bio-Rad Labs., Inc., a federal judge ruled that...more

SOS: Do Not Let ISS Go Overboard

Institutional Shareholder Services, Inc. (ISS) employs a lot of very smart people with great intentions, but sometimes, they just need help. ...more

Compliance with the Formal Approval Requirements of Delaware Law Required for Stockholder Ratification of Director Compensation

On October 28th, the Delaware Chancery Court, in Espinoza v. Zuckerberg, et al., held that stockholder ratification of a transaction that was approved by an interested board of directors must be accomplished formally through...more

ISS Releases 2016 Draft Voting Policy Changes for Comment

On October 26, Institutional Shareholder Services (ISS), a leading proxy advisory firm, released for comment draft voting policy changes for 2016. The three proposals are as follows...more

Corporate and Financial Weekly Digest - Volume X, Issue 42

SEC/CORPORATE - ISS Releases 2016 Draft Voting Policy Changes for Comment - On October 26, Institutional Shareholder Services (ISS), a leading proxy advisory firm, released for comment draft voting policy changes...more

ISS Proposes To Go Overboard In Proposed Policy Change

Institutional Shareholder Services Inc. (ISS) is a very influential purveyor of proxy advisory services.  As part of ISS’ annual policy update procedure, ISS recently released a proposed policy change with respect to...more

Court Of Chancery Explains When Director May Bring An Advancement Case

This is another example of when a director may seek advancement when he is acting affirmatively and not merely as a defendant....more

You May Have to Produce PMK Witnesses, Unless You’re a File-Sharing Business

If you represent an organization that gets served with a deposition notice under CCP §2025.230, you’ll need to designate “persons most knowledgeable” (PMK) to show up. This can be complicated, particularly if such employees...more

N.D. Cal.: Internal Whistleblowers Are Protected and May Sue Individual Directors

On October 23, 2015, the U.S. District Court for the Northern District of California largely denied a motion to dismiss a whistleblower retaliation claim brought by a company’s former general counsel, ruling that: (I) the SOX...more

IRS Encourages Private Foundations to Consider Charitable Purposes in Investing Its Assets

As we previously reported, the IRS has updated its guidance with helpful examples concerning program-related investments for private foundations. In its recently issued Notice 2015-62, the IRS provides further assurance that...more

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