Board of Directors

News & Analysis as of

Court of Chancery Affirms Director Primacy in Delaware Corporate Law

The Court of Chancery recently affirmed the primacy of the board of directors in Delaware corporate law in a case that involved an attempt by the majority stockholder of a Delaware corporation to amend the corporation’s...more

Investment Fund Violates “Investment-Only” HSR Exemption

At the request of the Federal Trade Commission (“FTC” or “Commission”), the Department of Justice (“DOJ”) filed this week in federal court a proposed settlement to charges that an investment fund violated the...more

Court Examines Disclosure Duties in Consent Solicitaion Removing Directors

In Kerbawy v. McDonnell, the Delaware Court of Chancery affirmed the validity of a solicitation of written consents that removed certain directors and appointed new directors. A key theme of the opinion is that stockholders...more

Five Lessons Ethics & Compliance Professionals Can Learn from the World of Sports

Despite the FIFA scandal and other not-so-great news from the world of professional sports recently, it’s good to remember that sports, at their best, can be a rich source of strategies and inspiration for the business...more

U.K. Modern Slavery Act: New Disclosure Requirements for Companies Operating in the United Kingdom

Companies that do business in the United Kingdom should assess their exposure to the U.K. Modern Slavery Act, which goes into effect this October. The transparency provisions of the Act are applicable to companies that do any...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

Best Practice Internal Controls For Reducing Fraud And Corruption Risk

Fraud and corruption risk are inevitable, yet every company should strive to reduce these risks. For Compliance Week, Jeffrey Harfenist (BDO Consulting, Global Forensics), Stephanie Giammarco (BDO Consulting, Forensic...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

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

Middle Market Focus: Driving Boards Forward, a Conversation with Jason Pappas of Antson Capital Partners

Previously published in Balitmore City Biz List. Perhaps the greatest challenge facing corporate boards and management teams is how to align around and execute on a shared vision. Jason Pappas, Managing Partner of Antson...more

Corporate Communicator - Fall 2015: SEC Proposes Rules for the Clawback of Executive Compensation

In this issue of the Corporate Communicator, we bring you an article about the SEC’s recently released proposal to adopt rules for the clawback of executive compensation. The proposal is already controversial and it may prove...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

Court Of Chancery Upholds Stockholder Consents

Given the sanctity of the stockholder vote in Delaware law, it would be surprising if the Court of Chancery would ever reverse such a vote or the use of stockholder consents to take corporate action....more

Be Global - July 2015

The UK Government has now published its plans for when radical new transparency in supply chain reporting comes into effect, brought in by the Modern Slavery Act. As from October 2015, assuming timings are kept in the...more

Mergers & Acquisitions Glossary

This Glossary contains many of the important terms and definitions used in the M&A world. The Glossary is not exhaustive, however. Like most areas of the law, M&A is a highly complex subject that involves several legal and...more

Top Ten Resources for Engaging Your Board in Your Ethics & Compliance Program

Resources to help you engage your board of directors in the success of your ethics and compliance program. A successful board engagement strategy can help ethics and compliance professionals gain significant program...more

Minority Shareholder Owed No Fiduciary Duty To Other Shareholders In Merger Transaction

Judge Gale's decision earlier this month in Corwin v. British American Tobacco PLC, 2015 NCBC 74 dismissed all of the claims of the Plaintiff class. If the name Corwin is ringing a bell with you, his case is the shareholder...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

Why Argentina's Petition to Vacate an Award in AWG Group Ltd v. Republic of Argentina Matters for Future Arbitrations

On 6 July 2015, Argentina filed with the U.S. District Court for the District of Columbia a petition to vacate an UNCITRAL arbitration award of approximately $20 million rendered in favour of AWG Group Ltd (No. 15-cv-01057, 6...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

OIG Compliance Guidance for Health Care Governing Boards

On the front page of the Saturday New York Times (NYT) was an obituary for Edward Thomas, who joined the Houston Police Department (HPD) in 1948 and finally retired in 2011 at the age of 90. As reported in the article,...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

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

The 15(c) Process Continues to be a Focus of the SEC Enforcement Staff

Two recent SEC Enforcement Division administrative settlements reinforce the importance for fund boards of directors and fund advisers to maintain a robust annual advisory contract renewal process....more

Hill Int’l, Inc. v. Opportunity Partners L.P., No. 305, 2015 (Del. July 2, 2015)

In this opinion, the Delaware Supreme Court affirmed the Court of Chancery’s entry of an injunction, barring appellants Hill International, Inc.’s (“Hill”) from conducting any business at its June 9, 2015 Annual Meeting,...more

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