Bill on Bankruptcy: Why is Kodak's Stock Soaring?
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
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
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
Topics we will cover:
• Issues with Control Groups
• Issues with Prohibited Transactions
• Fee Disclosure
- Excerpt from Who is in the Control Group?
• Aggregation Rules (Section...more
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
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 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
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
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
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