Nonprofit Basics: Conflict of Interest Policies and Best Practices for Approving Insider Compensation
FCPA Compliance Report-Episode 330 Robin Bew and Henry Stoever of the NACD
FCPA Compliance and Ethics Report-Episode 119-FCPA Year in Review, Part I
On February 14, 2022, Vice Chancellor Lori W. Will of the Delaware Court of Chancery entered judgment in favor of Lee Enterprises, Inc. (the “Company”) and its directors following an expedited trial on claims for breach of...more
The Situation: In response in part to the COVID-19 pandemic, the Delaware legislature amended the Delaware General Corporation Law to address emergency bylaws and related powers exercised by a corporation's board of...more
Regardless of size or industry, thoughtful director appointment is critical to the success of any public company. Yet following the departure of a director, many boards are left scrambling to locate and onboard a suitable...more
In its highly anticipated decision in Salzberg v. Sciabacucchi, No. 346, 2019 (Del. Mar. 18, 2020), the Delaware Supreme Court confirmed the facial validity of a provision contained in certificates of incorporation of many...more
Last month, I noted the introduction of a bill, SB 304, in the Nevada legislature that would authorize fee shifting. The bill, however, enjoyed only a brief moment in the legislative sun. It never passed out of committee and...more
ISS announced updates to its policies for next year. Like Glass Lewis a month ago, ISS is also—shall we say “unfriendly”— to boards of companies that submit to shareholders a charter or bylaw ratification proposal while...more
We’ve asked lawyers from our offices in Spain, France, Germany, the Netherlands, and the U.S. to talk about when directors and officers get caught up in M&A litigation....more
Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more
We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments. In This Issue: - Q&A...more
Last week, Delaware Governor Jack Markell signed Senate Bill 75, which amends the Delaware General Corporation Law to prohibit Delaware stock corporations from adopting bylaws that force shareholders to pay legal fees if they...more
On June 11th, the Delaware House of Representatives unanimously passed a bill prohibiting publicly traded corporations from adopting bylaws that force shareholders to pay legal fees if they do not prevail in lawsuits...more
On February 20, (ISS) published long-awaited FAQs clarifying its voting policies on proxy access proposals that would allow investors to include director nominees in the company’s proxy materials....more
Last month, in Biolase, Inc. v. Oracle Partners, L.P. (Del. June 12, 2014), the Delaware Supreme court affirmed the oral resignation of a director while on a board call....more
On January 13, ISS released FAQs expressing its views on a board’s adoption of director compensation bylaws. To counteract the increasing practice implemented by hedge funds and other dissident shareholders of paying their...more
California hospitals and corporations will soon be able to adopt bylaws that make it possible for the governing board to make business decisions in the absence of a quorum during an emergency. Effective Jan. 1, 2014, and...more