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Directors CEOs

Singapore Exchange Amends Listing Rules Following Changes to the Companies Act

by Morgan Lewis on

The Singapore Exchange has introduced amendments to the Mainboard and Catalist listing rules—including in relation to the electronic transmission of documents to shareholders, exemptions for insurance coverage and indemnities...more

Blog: DE Court Comments on Block-Holder Rights in OptimisCorp

by Cooley LLP on

The Delaware Supreme Court issued an Order this week in OptimisCorp v. Waite that could have implications for VC-backed or other companies with so-called “block-holder” directors – or directors who are appointed by a...more

Blog: Do Women Directors Promote Higher CEO Pay?

by Cooley LLP on

As reported on Sunday in this NYT column by Gretchen Morgenson, recent data shows that boards with more gender diversity pay higher compensation to their CEOs. An Equilar analysis of CEO pay at 100 large companies “found...more

Blog: CEOs Behaving Badly? What Do Companies Do?

by Cooley LLP on

CEOs ain’t misbehavin’? A new study from the Stanford Graduate School of Business, “Scoundrels in the C-Suite,” discusses the fallout from and responses to “bad behavior” by CEOs. While “bad behavior” clearly includes...more

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

by Cooley LLP on

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

Blog: Paper Debunks Seven Board Myths

by Cooley LLP on

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

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

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

Cybersecurity: Where Does the Buck Stop?

by Zelle LLP on

Over the last few months, we’ve been talking about cybersecurity issues for employers. We’ve discussed the responsibilities and risks associated with personally identifiable information and the wave of lawsuits resulting...more

SEC Charges Directors, Officers and Major Investors for Failing to Update Disclosures Prior to Announcements of Going Private...

by Morrison & Foerster LLP on

On March 13, 2015, the U.S. Securities and Exchange Commission announced settlement proceedings against officers, directors, and major shareholders of several companies that were recently taken private for failing to update...more

SEC Names Company, Eight Directors and Officers In Financial Fraud Actions

by Dorsey & Whitney LLP on

Since the market crisis enforcement officials have heard repeated calls to prosecute not just companies but high ranking corporate officials. While the Commission brought a series of market crisis actions against firms and...more

Executive Compensation Considerations for 2014

Executive compensation is a topic that just won’t go away, particularly with pay disparity and pay for performance regulations still looming. We highlight below some of the matters directors should be considering as they...more

Dodd-Frank Essentials: Executive Compensation Requirements And Disclosures

Several provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act have brought compensation of financial institution executives into the public eye. Although disclosure of executive and director compensation...more

Top 10 Topics for Directors in 2014

Top 10 Topics for Directors in 2014 - U.S. public companies face a host of challenges as they enter 2014. Here is our list of hot topics for the boardroom in the coming year: 1. Oversee strategic planning amid...more

Communicate CEO Turnover

by Greentarget on

More than any other company move, CEO successions form headlines, providing an important indication of an organization’s viability. Executive leadership changes have a profound effect not only on public perception, but on the...more

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