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
The British Virgin Islands (“BVI”) are home to 361,491 active companies as of 31 December 2023. This article considers the reasons for the BVI’s popularity as a jurisdiction to structure international transactions....more
We have published a series of articles dealing with directors’ duties in the zone of insolvency. In previous briefings, we have written about the high-profile UK Supreme Court ruling in Sequana and the New Zealand Supreme...more
Public company directors are under more pressure than ever to oversee enterprise risk, even risk from day-to-day operations, which is normally addressed by management. Egregious failures of upper management to react to red...more
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
Of late, Harvard has garnered an abundance of attention regarding the continued incumbency of its President. Despite widely criticized testimony before Congress and the publication of allegations of plagiarism, the Harvard...more
Many wineries operate as closely held companies, meaning they’re owned by an individual or small group of shareholders, who are often members of the same family. Disputes regarding ownership interests can arise, particularly...more
Davies’ Canadian Mergers & Acquisitions guide draws on our substantial cross-border M&A experience to offer guidance on both the legal framework and practical aspects of Canadian mergers and acquisitions, including critical...more
MGM Resorts is the latest victim of a cyberattack occurring on September 10th, which has set back the gambling and leisure giant substantially, both in terms of business function and income. MGM is not alone. Household names...more
As directors around the world grapple with difficult and uncertain times arising from various macro-economic factors, these decisions provide useful and timely guidance on the approach that directors should take to protect...more
Effective August 1, 2022, Section 102(b)(7) of the Delaware General Corporation Law (DGCL) was amended to permit a Delaware corporation to include in its charter a provision eliminating or limiting the personal liability of...more
Section 204(a)(10) of the California Corporations Code permits the articles of incorporation to include provisions eliminating or limiting the personal liability of a director for monetary damages in an action brought by or...more
You’re an entrepreneur, you form your first company, and suddenly you carry the title of founder, director, officer, and/or employee all at once. When running your business, it may feel like all of your roles blur together....more
Section 800 of the California Corporations Code applies to actions brought in the name of any domestic or foreign corporation, aka derivative actions. It is similar, but not the same as, Delaware Court of Chancery Rule 23.1...more
Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our...more
The Delaware Court of Chancery recently issued a decision clarifying that officers, not just directors, owe oversights duties to the corporation. Vice Chancellor Laster found that Caremark-type obligations extended to a...more
On March 15, 2023, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a rare post-trial decision finding a CEO personally liable for millions of dollars in damages for breaching his fiduciary...more
Last year, we discussed how stockholder complaints concerning environmental, social, and governance (“ESG”) issues were making their way to the courtroom and, specifically, how the Delaware Court of Chancery and Supreme...more
Corporate officers owe the same fiduciary duty of oversight as directors. Just as with directors, officers fulfill their oversight duty by acting in good faith....more
The recent "summary judgment" litigation between MetalRNG plc and BriefENERGY Holdings LLP (and others) has provided some further clarity on what "is to be acquired" means for the purposes of the section 190 Companies Act...more
In Dunn v. Chappelle (In re Alta Mesa Res., Inc.), a bankruptcy trustee sued the officers and directors of a limited partnership and related entities for operating a drilling program despite having lower than expected...more
Economic downturns can put both companies and their boards to the test. An important judgment from the U.K. Supreme Court in October 2022, the Sequana case,1 clarifies the obligations of directors of a company facing the...more
As you may already know, directors always owe a fiduciary duty to the corporation for which they are director. This post-will cover the heightened level of fiduciary duty directors owe a corporation’s stockholders or...more
The United Kingdom Supreme Court (the “UKSC”) recently delivered its eagerly anticipated judgment in BTI 2014 LLC v Sequana SA and others [2022 UKSC 25] (“Sequana”). The reasoning in Sequana will be highly persuasive in the...more
OP3 International Pte Ltd v Foo Kian Beng [2022] SGHC 225 is a good illustration of the approach taken by the court in considering directors’ duties when a company is in a financially parlous situation and whether a director...more
Key Highlights - - Centerra Judge found the breaches of fiduciary duties the most egregious he had ever seen. - Nominee director principles in Centerra are relevant to directors of corporations governed by the Canada...more