Corporate Governance

Strategic Implementation of Employer Shared Responsibility Rules & 2014 Planning Considerations

by Shumaker, Loop & Kendrick, LLP on 5/14/2013

In This Presentation: •Welcome •Overview of the Employer Shared Responsibility Rules - Impact on Corporate Structure - Time Line Examples to Demonstrate Application of Measurement, Administrative & Stability...more

Four Key Board Responsibilities for Monitoring Risk and Compliance

by NAVEX Global on 5/13/2013

Introduction: High Pressure Regulatory Environment - Now more than ever, there is increased regulatory pressure on organizations – and their Boards of Directors – to create and maintain effective ethics and compliance...more

“We’re Considering Selling The Company – How Can A Special Committee Help?”

by Rick Gallagher, M. Todd Scott, Alex Talarides | Orrick - Securities Litigation and Regulatory... on 5/13/2013

In any change-of-control business transaction, the decision by the target company’s board of directors to approve the deal is subject to heightened scrutiny by the courts. These days, virtually every M&A deal is sure to...more

Verbatim: Global Compliance - Quarterly Newsletter: Spring 2013

by Orrick, Herrington & Sutcliffe LLP on 5/10/2013

We've highlighted a few notable developments in corporate governance law taking place this spring that may be of interest to you. For more information on any of the topics listed below, please contact us at...more

Leveraging The Board And CEO Relationship To Improve Compliance

by Michael Volkov on 5/9/2013

In the age of superstar CEOs who command media attention and excessive compensation packages, a company’s performance can often boil down to the relationship between the Board and the CEO....more

QCA Revises Corporate Governance Code for Small and Mid-Size Quoted Companies

by Iain Wright | Morgan Lewis on 5/8/2013

New QCA code highlights the importance of relationships between companies and their shareholders and aims to provide clear, detailed guidance on the characteristics and composition of effective, independent boards....more

Legislature Rewrites Florida LLC Law

by Gardner Davis | Foley & Lardner LLP on 5/8/2013

The 2013 Florida Legislature made several important changes to the law governing Florida limited liability companies (LLCs). The new law was based primarily on the Revised Uniform Limited Liability Company Act as amended in...more

Pennsylvania Court Dismisses Shareholder Derivative Action Against Directors of H.J. Heinz Under Cuker v. Mikalauskas and the...

by Michael Kichline, Peter Kreher, William McEnroe | Dechert LLP on 5/2/2013

The Honorable Christine Ward of the Allegheny County Court of Common Pleas in Pittsburgh dismissed a consolidated shareholder derivative suit against the Board of Directors of H.J. Heinz Co. (“Heinz”) following a...more

Forming A Corporation? What Do “Corporate Formalities” Mean and How Difficult Are They To Implement?

by Ian Scott | Scott Legal Services, P.C. on 5/1/2013

When deciding on which business entity to select, a corporation is almost always one of the options considered. The primary reason is a Corporation solves the problem of potentially losing your personal assets by separating...more

Public Company Adviser - April 2013: New Life Breathed into SEC’s Unbundling Rules

by King & Spalding on 4/30/2013

The SEC’s “unbundling” requirements have largely been the stuff of SEC lore -- periodically referred to but rarely seen in corporate governance matters. However, thanks to the high profile dispute between David Einhorn’s...more

M&A Deal Counsel’s Role In Creating A Winning Written Record For Defending Breach Of Fiduciary Duty Litigation

by Ryan Costa, Pamela Millard, Michael Pittinger, Jacqueline Rogers, Janine Salomone | Potter Anderson & Corroon LLP on 4/22/2013

While M&A transactions give rise to many different types of litigation, including disputes between the merger parties and statutory appraisal actions, the most common type of litigation stemming from public company mergers is...more

Offshore Litigation Tools for Local Disputes

by Ian Mann | Harney Westwood & Riegels on 4/19/2013

British Virgin Island (“BVI”) and Cayman Islands companies have been a popular choice of investment vehicle for Hong Kong and Chinese companies and individuals. This article explores the key tools available to members of BVI...more

Doing Business in the U.S.

In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4...more

Staying Ahead Of The Game - Marco Martins And Patrick Colegrave, Of Harney Westwood & Riegels, Explain How Cayman Is Adapting To...

by Patrick Colegrave, Marco Martins | Harney Westwood & Riegels on 4/16/2013

2013 is lining up to be a pivotal and successful year for both the Cayman Islands and the global hedge fund industry. Many of the developments which started in the last decade, ranging from worldwide regulatory and financial...more

The Importance Of A Board Compliance Committee

by Michael Volkov on 4/16/2013

It is not every day that I can report on a new governance innovation which is being rapidly embraced and implemented by companies. It may be one of the most significant corporate governance developments in the last five...more

Compliance: Having Everyone Join In – From The Board Room To The Shop Floor

by Thomas Fox on 4/11/2013

Today in history should be known as “End of Military Leaders Day” as not only is this the 199th anniversary of Napoleon’s exile to Elba (although he did make somewhat of a comeback) it is also the 62nd anniversary of Truman’s...more

An Independent CCO Is A Compliance Program Requirement

by Michael Volkov on 4/9/2013

I thought the debate was over on this issue: The train has clearly left the station for the “best practice” of separating the legal and compliance functions—empowering a separate chief compliance officer with direct reporting...more

New Jersey Makes Itself Business Friendly

by Marshall McLean | McCarter & English, LLP on 4/8/2013

On April 2, 2013, Governor Chris Christie signed P.L. 2013, C.40, P.L. 2013, C.41 and P.L. 2013, C.42 into law. The three laws are intended to make New Jersey more business friendly by aligning New Jersey's corporate statutes...more

Ten Things I’d Do Differently as a Law Firm CEO

by Timothy Corcoran on 4/1/2013

There are many good reasons for law firms to adopt business practices from other industry segments. As has been made abundantly clear, the laws of economics apply equally to law firms as to other businesses. Faced with...more

Criminal Sentencing Of Corporations

by Michael Volkov on 4/1/2013

Contrary to former candidate Romney’s view of the world (“Corporations are people”), you cannot put a company in jail. Try as you might, it just can’t be done....more

Maximizing Legal Protections for Directors of Nonprofit Corporations: A Timely Topic in Today’s Dangerous World

by Thomas Reiter, Susan Mussman Schwartz | K&L Gates LLP on 4/1/2013

Much like their counterparts on the boards of public companies, board members of many nonprofit corporations increasingly, and quite understandably, are raising questions concerning their potential personal liability and the...more

Not-for-Profit Sector Reforms: Government Standards Tabled in Parliament: Baker & McKenzie

by Kenneth Gray, Dixon Hearder | Baker & McKenzie Australia on 3/27/2013

The Federal Government (the Government) tabled the Australian Charities and Not-for-profits Commission Amendment Regulation 2013 (No 1) (the Governance Standards) in Parliament on 12 March, following a public consultation...more

2013 Proposed Amendments To Delaware General Corporation Law

by Christopher Chuff, Matthew Greenberg | Pepper Hamilton LLP on 3/26/2013

On March 20, 2013, legislation proposing to amend the Delaware General Corporation Law, 8 Del. C. §§ 1-101, et. seq. (DGCL) was submitted to the Corporation Law Section of the Delaware State Bar Association. If the proposed...more

Six Steps to Prepare for Venture Financing

by The R. Bernard Law Group on 3/25/2013

Venture capital funds don't expect startups to be well-oiled machines. In fact, they go into potential deals knowing there will be problems. These issues range from disgruntled founders to disputes over who owns a company’s...more

Ten Questions You Should Ask When Negotiating a Shareholders Agreement

by The R. Bernard Law Group on 3/22/2013

In fundraising negotiations with our small business and emerging growth companies clients we always have one eye on the follow on negotiations that will be necessary for the shareholders agreement. If we are lucky the...more

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