Corporate Governance

News & Analysis as of

Oppressed Shareholders Don’t Always Get the Relief They May Deserve

In Bontempo v. Lare, 2015 WL 4658901 (2015), published on August 6, 2015, the Maryland Court of Appeals affirmed that the "reasonable expectations test," previously articulated by the Maryland Court of Special Appeals in...more

The Health Law Guide to Hospital Operations

This operations guide provides a brief look at health law issues hospitals deal with on a daily basis. While a detailed coverage of the elements, drafting, implementation and continued governance of a hospital compliance...more

Nevada Enacts Provisions Permitting Ratification Of Corporate Acts

Etymologically, one might view the meaning of “ratify” as to make as one had thought.  It is derived from two Latin words – ratus (the past participle of the verb meaning to think) and facere (the infinitive of the verb...more

Without Prejudice - Vol 15 No 7, August 2015

According to the Preservation and Development of Agricultural Land Framework Bill of 2014, “agricultural land is the common heritage of all the peo-ple of South Africa and the Department of Agriculture, Forestry, and...more

SEC Adopts Pay Ratio Rules

On August 5, 2015, the Securities and Exchange Commission (“SEC”) adopted rules, as directed by Congress in Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Section 953(b)”), to require...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

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

California Adopts NAIC Corporate Governance Annual Disclosure Requirements

On Monday, August 17, 2015, California Assembly Bill 553 was signed by Governor Jerry Brown, and became immediately effective. AB 553 adopts much of the NAIC’s Model Corporate Governance Annual Disclosure Model Act, along...more

TSX Provides Guidance to Emerging Market Issuers

In recent years, emerging market issuers have faced greater scrutiny by Canadian regulators as a result of questions and concerns about issuers with significant business operations in emerging markets (emerging market...more

Joining the Main Market: A Field Guide for Applicants to the Main Market of the London Stock Exchange

In This Issue: The Main Market of the London Stock Exchange is one of the world’s longest established and most liquid markets trading the securities of nearly 1,300 companies from over 60 countries, including many of...more

Joining AIM: A Field Guide for Applicants to AIM, a Market of the London Stock Exchange: Update - August 2015

In this Issue: What is the Process for Admission to Trading on AIM? Publication of either a prospectus or an admission document. A prospectus is required where a company is offering shares to the public under...more

Viewpoints - Issue 22 - The Board's Role in Corporate Strategy

The board's role in corporate strategy - Members of the Lead Director Network (LDN) convened in New York on June 30 to discuss the development and oversight of corporate strategy. This ViewPoints addresses the ways board...more

Cymbeline – Doing Virtue and FCPA Compliance

Commentators still level the hue and cry that it is somehow the fault of the Department of Justice (DOJ) and Securities and Exchange Commission (SEC) that companies continue to violate the Foreign Corrupt Practices Act...more

SEC Adopts CEO Pay Ratio Disclosure Rules

The SEC has adopted rules requiring companies to disclose the pay ratio between their CEO and median compensated employee. Last week, the Securities and Exchange Commission (the SEC) adopted final rules requiring...more

SEC Finalizes Rule on Pay Ratio Disclosure

On August 5, the Securities and Exchange Commission adopted the final rule regarding pay ratio disclosure that amends Item 402 of Regulation S-K to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer...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

What To Expect in the Remainder of the 2015 Proxy Season

In this lw.com interview Latham & Watkins partners Steven Stokdyk and Jim Barrall discuss shareholder proponent types, director voter results, proxy puts and other 2015 shareholder activism trends. “There are victories in...more

Pay Ratio Disclosure: Lemonade from Lemons

Well, the SEC’s new pay ratio rules are finally out. We’ve all known they were coming for quite some time, dating all the way back to their origin in 2010—Dodd-Frank’s Section 953(b) mandate—followed by the SEC’s proposed...more

The Time is Now to Amend the US Sentencing Guidelines on Corporate Ethics and Compliance Programs

We all know the importance of the sentencing guidelines and the impact the revisions, especially the 2010 amendments, have had on corporate governance and compliance. The history behind the sentencing guidelines tracks the...more

Does The Power To Choose Not Include The Power To Remove?

Last week I wrote about Vice Chancellor John W. Noble’s ruling in Gorman v. Salamone, C.A. No. 10183-VCN (Del. Ch. July 31, 2015) that a stockholder adopted bylaw empowering stockholders to remove officers is invalid.  The...more

Governance & Securities Law Focus: Latin America Edition - August 2015

This newsletter provides a snapshot of the principal US and selected global governance and securities law developments during the second quarter of 2015 that may be of interest to Latin American corporations and financial...more

Third Circuit Opinion Raises Uncertainty for the Ordinary Business Exclusion in Shareholder Proposals

On July 6, 2015, the U.S. Court of Appeals for the Third Circuit issued its opinion in Trinity Wall Street v. Wal-Mart Stores, Inc. The holding permitted Wal-Mart Stores, Inc. ("Wal-Mart") to exclude a shareholder proposal...more

Massachusetts Legislature Ends Active July with Budget Overrides

After a busy final few weeks of activity, the Massachusetts Legislature departed for its summer recess with a new budget and progress on several priority policy issues. In addition to overriding $97 million in Governor...more

Notice of Stockholder Meeting Required to Enforce Advance Notice Bylaws

Advance notice bylaws, requiring stockholders to give a corporation timely notice of their nominees to the board before a stockholder meeting for the election of directors, are a proper corporate governance tool. The purpose...more

Italian Corporate Governance Code Amended to Include Corporate Social Responsibility and Whistleblowing Provisions for Listed...

Italian Listed Companies should implement changes by the end of the 2016 fiscal year. On July 10, 2015, the Corporate Governance Committee (the Committee) approved certain amendments to the Corporate Governance Code of...more

800 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.
×