Directors, Shareholders | JD Supra Law News

What Makes A Director “Independent”?

by Jim Kramer, M. Todd Scott, Alex Talarides | Orrick - Securities Litigation and Regulatory... on 5/3/2013

What makes a director “independent”? That question is important, not only to investors who want to ensure that boards of directors exercise objective judgment on corporate affairs, but also to companies, who need assurance...more

Liability of Directors in Canada – An Excerpt

by Ellyn Law LLP on 4/10/2013

This article is an excerpt of the Canada Chapter of International Liability of Corporate Directors, 2nd edition, published by Juris Publishing in February 2013. This excerpt excludes numerous aspects of the full chapter,...more

Benefit Corporations – A New Type Of Corporation – Are Now Authorized In Pennsylvania

by Julianna Labruto, Michael Sherman | Cozen O'Connor on 3/14/2013

On January 23, 2013, the Pennsylvania Benefit Corporation Act (the Act) became effective. The Act authorizes a new type of for-profit business corporation known as a benefit corporation. Pennsylvania is now one of 12 states...more

Jepsco, Ltd. v. B.F. Rich Co., Inc., C.A. No. 7343-VCP (Del. Ch. Feb. 14, 2013) (Parsons, V.C.)

by Potter Anderson & Corroon LLP on 2/28/2013

The Delaware Court of Chancery held that claims for breach of statutory and fiduciary duties against a custodian appointed under Section 226 of the Delaware General Corporation Law (“DGCL”) failed as a matter of law because...more

"Don't Ask, Don't Waive" Standstill Provisions: Impermissible Limitation on Director Fiduciary Obligations or Legitimate,...

by David DiDonato, Janine Salomone, Peter Walsh | Potter Anderson & Corroon LLP on 2/5/2013

Under Revlon and its progeny, directors of Delaware corporations have a duty to take reasonable steps to ensure that stockholders receive the highest price reasonably available in a sale of the company. One way that target...more

Communicate CEO Turnover

by Greentarget on 2/4/2013

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

2013 U.S. Proxy Voting Policies and Procedures FAQ (Excluding Compensation-Related Questions)

by Miriam R. Sowinski | Holland & Knight LLP on 1/10/2013

The following issues are among those addressed in ISS' non-compensation-related FAQs... ...more

Other NYSE/NASDAQ Developments

by Joseph M. Miller | Snell & Wilmer L.L.P. on 1/7/2013

Non-Executive Employment of Family Members No Longer Precludes Nomination of Non-Independent Directors under “Exceptional and Limited Circumstances” Until recently, a director of a NASDAQ-listed company could serve as an...more

Inside The Courts - December 2012

by Jay Kasner, Matthew Matule, Edward Micheletti, Peter Morrison, Charles Smith | Skadden, Arps, Slate, Meagher & Flom LLP on 1/7/2013

This issue of Inside the Courts, Skadden's securities litigation newsletter, includes summaries and associated court opinions of selected noteworthy cases principally decided from July to November 2012. This edition addresses...more

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