“Monsters, Inc.” y el buen gobierno corporativo
Revisiting Financial Institution Incentive Compensation Rules Under Dodd-Frank — The Consumer Finance Podcast
What the Delaware McDonald's Decision Means for Corporate Officers and Compliance Programs
In the Boardroom With Resnick and Fuller - Episode 4
Compliance into the Weeds - McDonald’s and Duty of Corporate Officer Oversight
Nonprofit Basics: Designators, Members, Directors, Officers: The Who’s Who of Nonprofit Governance
How to Secure Advances to Fund Legal Fees
Change of Control: Golden Parachute Rules in the Sale Process
Bar Exam Toolbox Podcast Episode 124: Listen and Learn -- Duty of Loyalty (Corporations)
Law School Toolbox Podcast Episode 282: Listen and Learn -- Duty of Loyalty (Corporations)
The Responsible Corporate Officer Doctrine and the Food, Beverage and Agribusiness Industry — What You Need to Know
Compliance Perspectives: Compliance Challenges in India
Compliance Perspectives: The German Corporate Sanctions Act
Nota Bene Episode 94: Mapping COVID-19’s Impact on American Bankruptcy and Restructuring with Edward Tillinghast
Top Three Cybersecurity Misconceptions
D&O in Brazil and Latin America
CorpCast Episode 2: Advancement 101
Homebuilder Series Webinar: Fiduciary Duties & Auditor Liability
FCPA Compliance and Ethics Report-Episode 117-the Avon FCPA Enforcement Action
The updates include a report from the Stock Exchange of Hong Kong Limited on review of issuers’ annual reports, a summary of private reprimands, and disciplinary actions....more
The final guidance, issued by DFS on January 22, 2024, requires “regular and rigorous” vetting of key personnel at banking organizations and non-depository institutions. It is clear, that DFS is focused on enhanced scrutiny...more
On November 13, 2023, the U.S. Supreme Court published a Code of Conduct that codifies the ethics rules and principles governing the conduct of Justices and their staff. The Code consists of five Judicial Canons that draw...more
On March 31, 2023, U.S. District Judge Ronnie Abrams of the Southern District of New York dismissed a putative securities class action against CarLotz, Inc. (CarLotz), and certain of its officers and directors on the grounds...more
David F. Johnson presented his paper “Business Divorce: Minority Shareholder Rights In Texas” to the State Bar of Texas’s Business Disputes Course on September 2-3, 2021. This presentation addressed shareholder oppression...more
Welcome back to the Bar Exam Toolbox podcast! In today's episode, we're talking about the duty of loyalty owed by directors and officers of a corporation, and the main types of conduct they are prohibited from engaging in. ...more
Welcome back to the Law School Toolbox podcast! In today's episode, we're talking about the duty of loyalty owed by directors and officers of a corporation, and the main types of conduct they are prohibited to engage in. In...more
Several recent Delaware decisions have analyzed allegations attempting to plead breach of fiduciary duty claims against executive directors even though the underlying transaction was approved by a...more
On June 30, 2020, in an en banc opinion authored by Justice Karen L. Valihura, the Supreme Court of Delaware reversed the Delaware Court of Chancery’s dismissal of a stockholder lawsuit arising out of the merger between...more
BLACK SWANS AND WHITE ELEPHANTS - A recent essay from the National Association of Corporate Directors (NACD) provides useful guidance on how boards may prepare themselves for risks associated with external volatility. ...more
As 2019 comes to a close, we thought about our customary note to nonprofit officers and directors to take a few moments to confirm that important year-end responsibilities have not been overlooked. But since this year's end...more
This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including recent trends in Delaware corporate disclosure law, the Delaware Supreme Court’s important ruling in Marchand v....more
We’ve asked lawyers from our offices in Spain, France, Germany, the Netherlands, and the U.S. to talk about when directors and officers get caught up in M&A litigation....more
The legislature recently amended Chapter 718 of the Florida Statues, relating to condominiums, to create a rebuttable presumption that a conflict of interest exist in certain situations.[1] A conflict of interest is a real or...more
On June 26, 2017, Governor Scott approved House Bill 1237, changing or amending a number of statutes regulating condominium associations. These statutes address conflicts of interest and access to official records, changes...more
The Hershey Governance Settlement - On Friday, July 29, the Pennsylvania Attorney General, the Hershey Trust Company and the Milton Hershey School, entered into a written settlement resolving an investigation conducted...more
The fallout at Penn State University in the wake of the Jerry Sandusky child-sexual-abuse scandal, including the victims’ suffering, Sandusky’s criminal conviction, the firing and subsequent death of legendary Coach Joe...more
On April 13, 2015, the New York Attorney General’s office released two guidance documents addressing key provisions of the New York Not-for Profit Corporation Law (the N-PCL) enacted as part of the Non-profit Revitalization...more
The public comments on the Ontario Securities Commission (OSC)’s proposed whistleblower program (Program) evidence considerable concern that the Program could undermine issuers’ internal reporting and compliance programs,...more
A company’s character includes avoiding the appearance of, or actual, conflicts of interest. Compliance professionals need to pay more attention to conflicts of interest. In some instances, companies have not even adopted...more
The recent decision in Re Conrad M. Black et al. illustrates how the Ontario Securities Commission (OSC) will use its inter-jurisdictional enforcement authority to impose sanctions relating to conduct in other jurisdictions...more
I. Introduction. The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more
As companies prepare for the 2013 annual meeting and reporting season, we have compiled an overview of the corporate governance and disclosure matters that companies should consider as they draft this season’s disclosure...more