Board of Directors

News & Analysis as of

SEC Issues Guidance on Personal Securities Transactions Reporting

On June 26, 2015, the Securities and Exchange Commission (SEC) issued a guidance update on Rule 204A-1 of the Investment Advisers Act of 1940 (Advisers Act). Rule 204A-1 requires, among other things, certain advisory...more

Court Of Chancery Declines To Second Guess On Compensation

This is another in the line of decisions that goes back at least as far as the Disney case where the Delaware Court of Chancery declines to upset the compensation awarded to officers and directors. ...more

Healthcare Law Update

Governing boards of health care organizations can greatly benefit from reading a recently released educational document that presents practical tips for board members responsible for overseeing their organizations’ compliance...more

SEC Publishes Concept Release on Audit Committee Disclosures

On July 1, 2015, the Securities and Exchange Commission published its long-expected concept release seeking public comment on expanded disclosure requirements for audit committees. The Commission noted that, although audit...more

Delaware Governor Signs Bill Prohibiting Bylaws on Fee-Shifting

Last week, Delaware Governor Jack Markell signed Senate Bill 75, which amends the Delaware General Corporation Law to prohibit Delaware stock corporations from adopting bylaws that force shareholders to pay legal fees if they...more

Tone At The Middle: Tone At The Top Is Important, But Tone At The Middle Is Also An Influential Driving Factor

We all know that “tone at the top” is a critical component of a successful compliance program — it’s mentioned as a hallmark in the Resource Guide to the U.S. Foreign Corrupt Practices Act and you see it in headlines, white...more

Boardroom Perspectives: Oversight of Material Litigation in Four Practical Steps

Public companies in the United States are subject to litigation in various areas, including: shareholder litigation; government investigations and enforcement actions; environmental litigation and intellectual property...more

Court Of Chancery Explores Risk Management Duties

As this decision notes, only if a Board is consciously failing to follow its duty is the Board potentially liable for a failure to monitor risk and the resulting harm to the corporation. That in turn requires some sort of...more

Calma v. Templeton, C.A. No. 9579-CB (Del. Ch. Apr. 30, 2015) (Bouchard, C.)

In this opinion, the Court of Chancery denied a motion to dismiss a claim challenging grants of compensation to non-employee directors pursuant to a compensation plan that had been approved prospectively by stockholders. The...more

Corporate E-Note - June 2015

In this Issue: - IRS Issues Guidance on Portability: The IRS recently issued final regulations that provide guidance on the federal estate and gift tax applicable exclusion amount, in general, as well as the...more

Making the Most Out of Your Board Meeting

Many first-time entrepreneurs have never participated in a formal board meeting. After an initial round of financing, regular board meetings become a reality. Preparing for board meetings can be time consuming and daunting....more

Client Alert on New Rules on Related Party Transactions for all Azerbaijani Companies

Following recent amendments to the Civil Code, effective from 24 May 2015, new regulations on related party transactions now extend to all Azerbaijani legal entities. Previously, similar regulations existed only for...more

Blog: Delaware Chancery Court Applies Entire Fairness Standard Of Review To Director Compensation

What is the judicial standard of review applicable to an award of compensation by directors to directors under an equity incentive compensation plan that has been approved by the shareholders? That was the question before...more

Financial Services Weekly News Roundup - June 2015 #4

Regulatory Developments - Client Alert: SEC Proposes Pay for Performance Rules: Goodwin Procter’s Capital Markets practice has issued a Client Alert on the SEC’s proposed rule that would require most public...more

The Theme of Corporate Governance in Alternative Investment Funds Continues to be Debated

The theme of corporate governance and effective board oversight within the alternative investment funds industry continues to be debated among investment fund boards, investment managers, institutional investors and...more

MSSP Final Rule ACO Eligibility Requirements, Application and Renewal Process

This is the second post in Health Care Law Today’s series on the final rule. This post addresses Eligibility Requirements, and the Application and the Renewal Process. ACO Eligibility Requirements - Under the...more

"Proxy Access: The 2015 Proxy Season and Beyond"

Although the 2015 annual meeting season is still winding down, there is no doubt that proxy access has gained considerable momentum and will remain a front-and-center corporate governance issue for the foreseeable future. For...more

Real Guidance (Finally) On the Compliance Oversight Role of Boards

New guidance for boards of directors on what it means to have “reasonable oversight” for the implementation and effectiveness of corporate compliance programs could signal the beginning of a global trend towards more—and more...more

Are Delaware Directors Deathless?

I’ve noticed that the drafters of corporate laws seemed to have overlooked the mortality of directors.  Section 141(b) of the Delaware General Corporation Law, for example, prescribes the term of directors as follows...more

The Days of the Vultures (Silicon Valley – Season 2 Finale)

This season’s finale of Silicon Valley provided Richard with only the briefest moment of victory before he once again faces losing Pied Piper. First, the arbitrator rules that because Richard used a Hooli computer while...more

Chancery Court Expands on When Legal Fees Can Be Advanced

Advancement and indemnification rights provide directors and officers of Delaware corporations comfort when accepting positions that often lead to being named in litigation. However, once the interests of the executive and...more

Compliance: It’s All About The Data – It's Time for Compliance to Mature

“The most commonly reported information includes the number of employees trained, hotline statistics and an inventory of compliance risks. This information, while important, does not necessarily help the board and senior...more

SEC Sanctions Independent Trustees for Approving Mutual Fund Advisory Contract without Sufficient Information

Underscoring the need for independent trustees to act vigilantly, a recent SEC consent order issued in an enforcement action imposed discipline on a mutual fund's independent trustees, its investment advisor, and the...more

Closely-Held Shareholder Derivative Actions are Alive and Well in Texas

After 30 years of running his family-owned business, Hillbilly Oil Co., Jed Clampett decided to retire in 2013. The board of directors elects Jethro Bodine as Hillbilly’s President and Elly May as Vice President. Both Jethro...more

Cybersecurity: Where Does the Buck Stop?

Over the last few months, we’ve been talking about cybersecurity issues for employers. We’ve discussed the responsibilities and risks associated with personally identifiable information and the wave of lawsuits resulting...more

794 Results
|
View per page
Page: of 32

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.
×