Board of Directors

News & Analysis as of

Court Of Chancery Explains Investment Banker Conflict Leads To Aiding And Abetting Claim

Here the banker failed to make a timely disclosure to its client that it had previously pitched the buyer to make a bid for the client. The Court found that in the context of a motion to dismiss the Board may have breached...more

M&A Update: Fully Informed Vote of Disinterested Stockholders Results in Business Judgment Rule Protection in Post-Closing Review...

In an October 2, 2015 decision, Corwin, et al. v. KKR Financial Holdings LLC., et al., the Delaware Supreme Court clarified that once a merger closes, as long as it has been approved by a fully informed vote of the...more

Perspectives - September/October 2015

In a decision in which no opinion commanded a majority, the Ohio Supreme Court sided with a private entity — a charter school operator — in a dispute over the ownership of personal property purchased by the operator with...more

Blog: Are Companies Now Quicker To Settle With Hedge Fund Activists?

According to data collected by Reuters, companies are settling with hedge fund activists “at the fastest pace since the financial crisis. The average number of days it takes companies to reach a settlement with activists...more

Do Public Pension Funds Breach Their Fiduciary Duties By Pursuing Social Issue Proposals?

Yesterday, UCLA Law School Professor Stephen Bainbridge noted the publication of a recent study that reaches some devastating conclusions for public pension funds.  The study by Professor Tracie Woidtke at the University of...more

Tyranny of the Minority: North Carolina Business Court Explores Potential Fiduciary Duties of Minority Shareholders

The North Carolina Business Court recently issued an opinion considering whether a minority shareholder can ever be considered a “controlling shareholder” who owes a fiduciary duty to other shareholders. The court’s opinion...more

Making Compliance Easier and Smarter Through Technology: Intuitive Interface and Intelligent Data Gathering is Helping WorldRemit...

WorldRemit is an online money transfer service. It’s bringing a strong challenge to other players in this field through easier-to-use services and lower fees. But while it may be an innovative company, it is still challenged...more

5 Success Factors in Cutting-Edge Compliance: Compliance Becomes King When These Elements Are Integrated Into Day-to-Day...

Technology is doing more than bringing compliance fully into the digital age. It’s also initiating a revolution that is putting compliance and ethics at the forefront of how business is run, creating far greater operational...more

A Compilation of Enforcement and Non-Enforcement Actions

Non-Enforcement Cybersecurity Is At the Top of SEC Examination Concerns In a recent SEC “risk alert” for registered broker-dealers and investment advisers, the SEC’s Office of Compliance Inspections and Examinations (OCIE)...more

Construction Briefing - Legal changes affecting construction businesses from 1 October 2015

1 October 2015 ushers in a number of legal changes which affect construction businesses operating in the UK. We have provided brief highlights of some of the changes below. If you need further information, please contact us...more

"Insights Conversations: Update on Shareholder Activism in the US Banking Industry"

Two years ago, the U.S. banking industry was a rare exception to the trend of increased shareholder activism that was prevalent across industries. At the time, Skadden partners Brian Christiansen, David Ingles, Sven Mickisch...more

The Small Business, Enterprise and Employment Act 2015: Restructuring and Insolvency

Following Parliamentary approval in March 2015, this Implementation Timetable sets out the key dates and changes which have been published to date on the insolvency provisions of the Small Business, Enterprise and Employment...more

The latest on the Small Business, Enterprise and Employment Act 2015: Restructuring and Insolvency

More important changes to the Insolvency Act 1986 (IA86) and other insolvency- related legislation come into force this week (1 October 2015) as a result of the Small Business, Enterprise and Employment Act 2015 (SBEEA 2015)....more

Australian Superannuation Update: Independent Directors Superannuation Governance Bill

On Wednesday, 16 September 2015, the government tabled legislation that, if passed, will impose, in the case of corporate trustees, a requirement that one third of directors be independent from the trustee with an independent...more

SEC Proposes Liquidity Management Rules for Mutual Funds and ETFs

On September 22, the Securities and Exchange Commission proposed a comprehensive package of rule reforms designed to enhance effective liquidity risk management by open-end funds, including mutual funds and exchange-traded...more

DOJ Sets Its Sights on Directors and Officers

Whether publicly traded or privately held, corporate boards have been put on notice – the Department of Justice (Justice or DOJ) is after you! On September 9th, DOJ issued a memo entitled: Individual Accountability for...more

Addressing Cybersecurity in Board Committee Charters

As boards of directors have become more focused on their fiduciary duties to oversee cybersecurity, new governance practices have begun to develop. For example, many companies have shifted cybersecurity oversight from the...more

Five Ways to Ensure Board Support for Compliance

A Chief Compliance Officer has a number of important relationships to maintain in an organization. Aside from the support of senior level executives, the CCO has to build an effective working relationship with the board and...more

SEC’s Increased Cybersecurity Enforcement and How to Reduce Your Risks

The SEC announced last week that an investment adviser had agreed to settle charges that it failed to take required steps to protect against and respond effectively to a cybersecurity breach. The action comes on the heels of...more

VW Emissions Testing Scandal – View from the Board

The Board of Directors role in the Volkswagen (VW) emissions test scandal is one that is only now being scrutinized. In an article in the New York Times (NYT), entitled “Problems at VW Start at the Boardroom”, James B....more

DOJ Focuses on Individual Accountability: New Guidance for Corporate Investigations Places Pressure on Companies and Boards to Put...

On September 9, 2015, the Department of Justice (“DOJ”) issued new guidance on individual accountability for corporate wrongdoing. In the memorandum and an accompanying speech by the Deputy Attorney General Sally Q. Yates,...more

SEC Adopts Further Revisions to Rule 2a-7

The SEC recently adopted rule amendments removing credit rating references in Rule 2a-7 and Form N-MFP. Issuer diversification provisions were also amended to eliminate a current exclusion for securities subject to a...more

Florida District Court Affirms Bankruptcy Court Bar Order In Favor Of Former Ds & Os

On September 24, Southern District of Florida District Court Judge James I. Cohn issued an opinion affirming an order approving the settlement of a debtor’s breach of fiduciary duty, corporate waste, and mismanagement claims...more

Defectively Issued Stock Declared Valid After Section 205 Analysis

Corporations are operated by humans, at least until the rise of Skynet (infamous as a primary antagonist in the Terminator movie franchise). As humans are prone to err, corporate acts may also be executed in error. In 2014,...more

IRS Announcements Create Market Uncertainty for REIT Spin-Offs

In issuing IRS Notice 2015-59 and Rev. Proc. 2015-43 last week, the IRS intentionally created significant market uncertainty about the viability of “PropCo/OpCo” spin-offs as part of the PropCo’s REIT conversion (e.g., where...more

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