Publicly-Traded Companies Board of Directors

News & Analysis as of

Court Poised To Decide Whether Directors Are Agents

Not quite four years ago, I wrote about whether directors are agents. The post was prompted by then Chancellor William B. Chandler III’s assertion...more

Recent DGCL Amendments of Note

The Delaware General Assembly recently amended Delaware’s corporate statutes in several respects of interest to public companies. Boards may delegate stock issuances to non-directors....more

DOJ Hires Corporate Compliance Program Expert

In a somewhat surprising development, press outlets reported last week that the U.S. Department of Justice (“DOJ”) has hired a corporate compliance program expert who will work alongside federal prosecutors evaluating whether...more

Don’t Be Caught Dead Handed: Avoiding Legal Challenges to Dead Hand Proxy Puts in Loan Agreements

A number of public companies have become the target of shareholder books and records inspection demands and litigation related to certain “change of control” provisions in their loan agreements. The type of provisions at...more

Proxy Access—the Devil Is in the Details

Proxy access, meaning the ability of stockholders to put their nominees on management’s proxy card and create a proxy contest without having to file their own proxy statement, was the marquee issue of the 2015 proxy season....more

Orrick Technology IPO Insights - Q2 2015

After a slow start to initial public offerings in the first quarter of 2015, overall IPO activity began to pick up in the second quarter. However, concerns about turmoil in Greece, market declines in China and questions about...more

Your Questions: Let’s Talk Risk - A Q&A Session about How to Achieve a Risk-based Approach to Compliance Management

Risk is at the heart of every compliance program. But that’s sometimes easier said than done. In January 2015, Kwamina Williford, Partner at Holland & Knight; Chris Caron, Compliance Director at Kiewit; and Joe LeBas of...more

The Claws Are Out – SEC Proposes Clawback Regulations Under Dodd-Frank

Five years after the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), the U.S. Securities and Exchange Commission (“SEC”) has issued the last of its proposed rules to implement the...more

SEC Proposes Rules on Clawback Policies

What you need to know: On July 1, 2015, the SEC proposed rules, provided for as part of the Dodd-Frank Act, that will require companies listed on US stock exchanges to adopt, enforce and disclose policies with respect to...more

Summary of SEC's Proposed Rule on Executive Compensation Clawbacks

The Dodd-Frank Act required the Securities & Exchange Commission (SEC) to adopt rules that direct national securities exchanges (such as the NYSE and NASDAQ) to require listed companies to implement and disclose their...more

SEC Proposes Broadened Rules on Clawback of Incentive-Based Compensation

Proposed Rules would require increased disclosures on companies’ recovery processes and affect the majority of issuers with listed securities. Background - On July 1, 2015, the Securities and Exchange Commission...more

The WSGR Data Advisor

In this issue: - Navigating Public Company Cybersecurity Obligations: Advising Boards and Disclosing to Investors - FTC Updates School-Related COPPA Guidance - Status Update on the EU Data Protection...more

SEC Commissioner Urges Cooperation Between Regulators and Companies in Fight Against Cyber-Crime; Highlights SEC’s Recent Efforts

On June 25, 2015, Luis Aguilar, a Commissioner at the U.S. Securities and Exchange Commission (“SEC”), provided remarks at the SINET Innovation Summit. In his remarks, Commissioner Aguilar emphasized the need for the public...more

How Public Companies Can Prepare For The Executive Compensation Clawback Regime

Many public companies have not waited for the Securities Exchange Commission (SEC) to mandate executive compensation recovery policies, as required by the Dodd-Frank Act. Shareholder and peer pressure has resulted in the...more

SEC Proposes New Clawback Rules

Last Wednesday, the Securities and Exchange Commission (SEC) proposed new Rule 10D-1 to require public companies to adopt and enforce clawback policies to recoup incentive-based compensation paid to current and former...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

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

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

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

Yet Another Reason to Consider Separate Annual Limits on Director Equity Awards

As reported in a prior blog post, public company employers that are adopting or amending equity-based compensation plans should consider adding a separate annual limit on director equity awards. In a recent Delaware Chancery...more

Locke Lord QuickStudy: Litigation Threat Means Public Companies Should Review Director Compensation Process

Corporate directors are permitted to, and regularly do, set their own compensation. This has not been controversial because boards have typically taken seriously their responsibility to set compensation that is reasonable and...more

Delaware House Passes Bill Prohibiting Bylaws on Fee-Shifting

On June 11th, the Delaware House of Representatives unanimously passed a bill prohibiting publicly traded corporations from adopting bylaws that force shareholders to pay legal fees if they do not prevail in lawsuits...more

And The Survey Says . . . GCs Need More Cybersecurity And Social Media Training

Becoming better versed in issues surrounding cybersecurity and social media risk would greatly benefit general counsel at publicly traded companies, according to a recent survey of executive leadership....more

M&A Team News - April 2015

What Revlon Doesn't Require - Two decisions by the Delaware courts (In re Family Dollar Stores, Inc. and C&J Energy Services Inc. v. City of Miami General Employees' and Sanitation Employees' Retirement Trust have more...more

Cybersecurity Oversight: What is a Board of Directors to Do?

Cybersecurity and the risks of data breaches figured prominently at the 35th Annual Ray Garrett Corporate and Securities Law Institute held April 30, 2015, at Northwestern Law School in Chicago. Participating in a panel...more

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