News & Analysis as of

Corporate directors: no ban yet

There has been a further delay to the ban on UK companies appointing corporate directors. There is, as yet, no new firm implementation date....more

Investment Funds Update - Europe: Legal and regulatory updates for the funds industry from the key asset management centres and...

Central Bank Issues "Dear Chairman" Letter Regarding Directors' Time Commitments for Each Sub Fund - The Central Bank of Ireland issued a “Dear Chairman” letter on 8 September 2016, concerning its review of the number of...more

Blog: Is A Proxy Contest Preferable To A Quick Settlement With Activists? Some Institutional Investors Think So

The obvious tension between the interests of long-term investors, such as institutional shareholders, and short-term investors, principally represented by hedge fund activists, has been the subject of much discussion of late....more

Settlement of Calma v. Templeton Provides Guidance on Setting Director Pay

In response to recent lawsuits by the plaintiffs’ bar, I have previously posted about why public company employers may wish to consider adding a separate annual limit on non-employee director equity awards. Just last month...more

Court Of Chancery Holds Revlon Does Not Apply In Dissolution

This decision holds that Revlon duties are not implicated by a decision to liquidate a company. Hence, the Court will not scrutinize whether the board sought to get the best possible deal for company assets....more

How to Avoid Director Pay Litigation

In the last few years, Delaware courts have issued several rulings in lawsuits involving complaints of excessive compensation to non-employee directors (1). The takeaways from these cases can be summarized as follows...more

Luxembourg VAT Authorities issue Circular n°7891 on VAT treatment of directors’ fees.

On September 30, 2016, the VAT authorities confirmed that VAT shall apply to directors’ fees. From a VAT standpoint, "any person who carries out in an independent and usual manner any economic activity, whatever the...more

The Luxembourg indirect tax administration confirms the VAT treatment of director fees

On 30 September 2016, the Luxembourg indirect tax administration (LTA) issued a circular n°781 confirming that director fees are subject to VAT (the Circular). As reported in our previous e-alert on this matter circulated in...more

Blog: Does A Low Favorable Vote For A Say-On-Pay Proposal Affect Directors’ Reputations Outside The Company?

As discussed in a PubCo post last week, say on pay has had some surprising consequences. While there hasn’t been much impact on the levels of executive pay, according to this paper, one group that have experienced some impact...more

Settling more than you bargained for: release clause in director's compromise agreement defeats subsequent IP claims against...

A release in a director’s settlement agreement was sufficiently wide to cover liability for later claims of trade mark infringement and passing off against the director and two co defendants. Oran Pre-Cast Ltd v Oranmore...more

Blog: The Unintended Consequences Of Say On Pay

This post from the Columbia Law School CLS Blue Sky blog, “Should Say-on-Pay Votes Be Binding?,” by two executives from the Institute for Governance of Private and Public Organizations in Canada, in exploring the issue...more

New Governance Requirements For Committees And Subcommittees Of Delaware Nonstock Corporations

A recently passed Delaware law contains new voting and quorum requirements for committees and subcommittees of nonstock corporations. Specifically, the law amends the Delaware General Corporation Law (the “DGCL”) to define a...more

Do You Need Directors and Officers (D&O) Insurance for a Family-Owned Business?

Family business owners may assume that D&O insurance coverage is necessary only for publicly traded corporations and large, non-family owned private businesses. That is not the case. Individual directors and officers of a...more

Turkey Corporate Newsletter - September 2016

Considering Becoming A Board Member? Read This First. Good corporate governance requires fully informed board members who are aware of their duties and the potential legal implications of their actions. Under the...more

Preliminary Planning for the 2017 Proxy Season

For those who want to start preparing for the 2017 proxy season, our preliminary list of important considerations is set forth below: Directors’ and Officer’s Questionnaire - Nasdaq has adopted a rule requiring...more

Court of Chancery Denies Director Full Inspection Rights

This is an almost unprecedented decision to limit the inspection rights of a corporate director. Directors generally have “essentially unfettered” access to the corporate records to fulfill their fiduciary roles. ...more

Blog: Employees on boards — headed across the Atlantic?

As discussed, in a speech delivered in July, the about-to-be new U.K. Prime Minister and leader of the Conservative Party, Theresa May, advocated strenuously for a number of corporate governance reforms, an approach she...more

Blog: Some Successful Approaches To Increasing Board Gender Diversity

A lot has been written about the benefits of gender diversity on boards. As discussed in Bloomberg, while “[e]quality is a worthy goal on its own terms, of course….for the corporate world, the better rationale for gender...more

Cybersecurity, Cyber Insurance: What Fund Directors Need to Know

Cyberattacks are attempts by hackers to damage, destroy and/or steal data from a computer network or system. From 2013 to 2015, more than 153.6 million people had information stolen in cyberattacks involving companies such as...more

Chancery Court Denies Motion to Dismiss Fiduciary Duty Claims Where Directors Approved Merger That Extinguished Threatened...

On July 28, 2016, the Delaware Court of Chancery held that stockholders of Riverstone National, Inc. had adequately stated a breach of fiduciary duty claim against the company's directors who approved a merger that...more

SEC Approves Nasdaq “Golden Leash” Disclosure Rule

On July 1, 2016, the Securities and Exchange Commission approved Nasdaq’s proposal for a “golden leash” disclosure rule (Rule 5250(b)(3)) requiring listed companies to publicly disclose benefits given by investors or other...more

Nasdaq Rule Requiring Disclosure of Director “Golden Leash” Compensation Goes into Effect August 1, 2016

A new requirement that Nasdaq-listed companies disclose certain payments made to directors by third parties is scheduled to go into effect on August 1, 2016. The new rule targets so-called “golden leash” payments made to...more

One of the Largest Member Clubs in Singapore Is Liquidated

California Fitness’s closure has left many consumers who have purchased prepaid packages without any remedies. On 20 July, California Fitness, which was once fronted by action movie star Jackie Chan, announced that it...more

Nasdaq Requires Listed Company Disclosure of Third Party Compensation Agreements with Directors and Nominees

Nasdaq has amended its listing rules to require listed companies to publicly disclose compensation or other payments by third parties to company directors or nominees for director. The new rule, which is designated as...more

SEC Approves Nasdaq Rule Requiring Public Disclosure of Payments to Directors by Third Parties

In March 2016, the Nasdaq Stock Market LLC (“Nasdaq”) proposed new rules regarding disclosure of third-party compensation of directors. This third-party compensation, which may not be publicly disclosed, arises when a party...more

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