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
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
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
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
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
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
The following issues are among those addressed in ISS' non-compensation-related FAQs...
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
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
JD Supra gets your content noticed, increases your visibility and makes your marketing efforts hassle free...
Learn More or Schedule a demo