Independent Boards

News & Analysis as of

Japan’s Slow Embrace of Outside Directors

The pressure on Japanese firms to appoint more outside directors is increasing. Japan has long lagged much of the rest of the world in requiring outside directors on the boards of its listed companies. The United...more

Delaware Court of Chancery Applies Entire Fairness Standard to Going-Private Transaction with a Controlling Stockholder Negotiated...

In In re Orchard Enterprises, Inc. Stockholder Litigation, the Delaware Court of Chancery held that the entire fairness standard of review applied to a going-private transaction with a controlling stockholder, even though the...more

Director Tenure Draws Increasing Investor Attention

The Wall Street Journal recently highlighted director tenure in an article titled “The 40-Year Club: America’s Longest Serving Directors.” While the article noted that fewer than 30 public company directors have at least 40...more

Will Independent Directors Be on the Hook for Failure of Internal Controls in FCPA Cases?

The Foreign Corrupt Practices Act ("FCPA" or "the Act") prohibits bribery of foreign public officials in order to obtain or retain business. In addition to its anti-bribery provisions, the FCPA contains accounting provisions...more

In re MFW Shareholders Litigation - Business Judgment Standard of Review Applies to a Going Private Transaction with a Controlling...

On May 29, 2013, the Delaware Chancery Court (Strine, C.) held that when a controlling stockholder merger has, from the time of the controller’s first overture, been subject to (1) negotiation and approval by a special...more

Insight on Estate Planning - February/March 2013: Strong governance enhances a family business’s value

Too often, family members view their business as a source of wealth without making sure that the company is managed by those best suited for the job. Good governance — carefully documented in writing — can help ensure a...more

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