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
El Ministerio de Comercio de Colombia ha expedido el Decreto 0046 de 2024 (decreto), que reemplaza lo pertinente del Decreto 1074 de 2015, dedicado a los conflictos de interés de los administradores de sociedades. Este nuevo...more
On November 13, 2023, the U.S. Supreme Court published a Code of Conduct that codifies the ethics rules and principles governing the conduct of Justices and their staff. The Code consists of five Judicial Canons that draw...more
Welcome to EO Radio Show – Your Nonprofit Legal Resource. This episode is the second in a series discussing insider transactions. In episode 32, Cynthia Rowland gave a general overview of the federal laws regulating the...more
Attorney General (“AG”) has issued guidance to the industry on the circumstances in which the AG will apply to Jersey’s Royal Court (“the Court”) under article 78 of the Companies (Jersey) Law 1991 (“the Companies law”) to...more
In Short - The Situation: Directors in England and Wales owe duties to the companies to which they are appointed (and may face personal liability for breaching such duties). Although the Companies Act 2006 obliges...more
In a case of first impression in North Carolina, a judge for the North Carolina Business Court was recently asked to decide whether a single law firm may simultaneously represent both a corporation and its individual...more
This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including recent trends in Delaware corporate disclosure law, the Delaware Supreme Court’s important ruling in Marchand v....more
A Hogan Lovells client note discussing the conflicts of interests duties imposed on directors by the Companies Act 2006. ...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
Technology-Driven Disruption - Recent news stories and governance publications serve to underscore the challenge to health systems posed by innovation-based business model disruption. Health care boards will be expected to...more
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
On June 16, 2016, the New York State Legislature adopted Senate Bill No. S07913B (the "Bill") modifying the Nonprofit Revitalization Act of 2013 (the "NPRA"). The following is a brief summary of the Bill’s provisions that...more
Non-Enforcement - Mutual Fund Directors Must Be Vigilant in Addressing Risks - In remarks to the Mutual Fund Directors Forum, SEC Chair Mary Jo White outlined some of the risks and challenges that mutual fund...more
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
Overview of SPACs and Latest Trends - A number of recent successful business combination transactions involving special-purpose acquisition companies (SPACs) led by prominent sponsors have driven a resurgence in the SPAC...more
How should fund directors monitor gifts and entertainment received by investment adviser personnel? This question moved to the forefront in February, when the Securities and Exchange Commission’s Division of Investment...more
The public comments on the Ontario Securities Commission (OSC)’s proposed whistleblower program (Program) evidence considerable concern that the Program could undermine issuers’ internal reporting and compliance programs,...more
Corporate directors are permitted to, and regularly do, set their own compensation. This has not been controversial because boards have typically taken seriously their responsibility to set compensation that is reasonable and...more
As business development companies (BDCs) grow in popularity, the role of their independent directors grows in importance. Here we look at the increasingly important role that BDC independent directors play and how their...more
In This Issue: Regulatory Updates - SEC Continues to Look at a Uniform Fiduciary Standard for Broker-Dealers and Investment Advisers; SEC Grants Unusual Exemptive Relief from Pay-to-Play “Time-Out” Provision;...more
The Delaware Chancery Court issued its long-awaited post-trial decision last month in In re Trados Incorporated Shareholder Litigation. In the decision, the court affirmed that directors designated by the venture capital...more
A periodic bulletin keeping small businesses informed about current developments in securities law and related matters. Final Nasdaq Rule - In our October 2012 Bulletin, we discussed The NASDAQ Stock Exchange LLC’s...more
As companies prepare for the 2013 annual meeting and reporting season, we have compiled an overview of the corporate governance and disclosure matters that companies should consider as they draft this season’s disclosure...more