News & Analysis as of

Ready or Not, the New California LLC Law is Here

The California Revised Uniform Limited Liability Company Act was effective January 1, 2014 and is codified as new Title 2.6 of the California Corporations Code starting at Section 17701. The new law incorporates a more robust...more

California Replaces Its Limited Liability Company Act

On January 1, 2014, the California Revised Uniform Limited Liability Company Act (the New Act) replaced California’s Beverly-Killea Limited Liability Company Act (Beverly-Killea), which was adopted in 1994. The New Act is...more

Delaware Corporate Law and Litigation: What Happened In 2013 And What It Means For You In 2014

DELAWARE’S LEADING ROLE IN BUSINESS AND BUSINESS LITIGATION - Delaware has long been known as the corporate capital of the world. It is the state of incorporation for 64 percent of the Fortune 500 and more than half of...more

"Executive Compensation: Avoiding Proxy Litigation and Say-on-Pay Pitfalls in 2014"

The spotlight on executive compensation further intensified during 2013, the third season under the Dodd-Frank Act’s “say-on-pay” rules, with the release of additional disclosure requirements and increased risks of...more

Improve Compliance Of Retirement And Group Health Plans In 2014

Retirement plan fiduciaries should consider the following best practices to improve their plan’s governance in 2014: (i) if fiduciary duties have been delegated, make certain that the delegations are in writing and are being...more

Investment Management Legal + Regulatory Update -- December 2013

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

When It Comes To Proxy Statements, The U.S. District Courts May Not Be So Exclusive After All

A recent ruling by Vice Chancellor Donald F. Parsons, Jr. caused me to ponder why a case involving alleged misstatements in a proxy statement filed with the Securities and Exchange Commission wasn’t immediately tossed out on...more

Pfeiffer v. Leedle, C.A. No. 7831-VCP (Del. Ch. Nov. 8, 2013) (Parsons, V.C.)

In this memorandum opinion denying defendants’ motion to dismiss, the Court of Chancery held that plaintiff alleged particularized facts showing a board of directors breached its fiduciary duty of loyalty by approving the...more

California Court of Appeal Holds That Challenges to Corporate Elections Under Corporations Code Section 709 May be Predicated Upon...

In Morrical v. Rogers, No. A137011, 2013 Cal. App. LEXIS 811 (Cal. App. Oct. 10, 2013), the California Court of Appeal, First District, held that the summary procedures set forth in California Corporations Code § 709 may be...more

Current Fiduciary & ERISA Issues in Qualified Plans

Topics we will cover: • Introduction • Issues with Control Groups • Issues with Prohibited Transactions • Fee Disclosure - Excerpt from Who is in the Control Group? • Aggregation Rules (Section...more

Good Governance for General Counsel: What Your Board Needs to Know Now

A host of regulatory and finance reforms have ushered in significant changes for health care entities, and likewise, for the boards that guide them. How can general counsel broach these changes with their boards and steer...more

Retirement Plan Sponsors Have More to Fear Than Fear Itself

In his inaugural address in 1933 amidst the Depression, Franklin Delano Roosevelt said that the only thing we had to fear was “fear itself”. 1933 predates ERISA by 40+ years, so FDR clearly didn’t understand the dilemmas of...more

New Rules Coming into Effect Affect Retirement Plans Entering into Swaps

New rules affecting ERISA-covered retirement plans entering into swap transactions will come into effect in May 2013. These rules, known as the “Business Conduct Standards,” implement certain provisions of the Dodd-Frank...more

Corporate Governance Insights - Issue 1

We were delighted to hear from many of you that our recent statewide series of Insurance Company Corporate Governance Workshops with Pennsylvania Deputy Commissioner Stephen Johnson offered valuable information for directors...more

How to Effectively Manage Conflicts of Interest for Nonprofit Organizations

Effectively managing conflicts has become even more important for nonprofit organizations. Under state law it has historically been necessary for directors and officers to address conflict issues to fulfill their fiduciary...more

Doing Business in Canada: Corporate Governance

As in other parts of the world, corporate governance in Canada has received greater scrutiny and been the subject of many developments in the past 15 years. It has evolved through a broad public dialog precipitated by studies...more

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