Directors

News & Analysis as of

Creative Shareholder Engagement–Director Videos?

Much has been written lately about the importance of shareholder engagement. (See this Doug’s Note, for example.) There has even been recent clambering to involve directors directly in shareholder engagement....more

Company Sues Former Officer For Failing To File Form 4s

A complaint filed in the Central District of California caught my eye because it involved the rather unusual circumstance of a corporation suing a former director and officer for, among other things, failing to file reports...more

SEC Request For O&D Bar Denied

A frequently used remedy in Commission enforcement actions is the officer and director bar. A permanent bar has the very harsh effect of precluding the person from being an officer or director of any public company. That, of...more

Directors and stockholder engagement: what path to take?

For many decades, independent directors in most public companies generally avoided face-to-face interaction with stockholders. At most, large stockholders would receive a visit from management on a swing through New York or...more

Court of Appeal Clarifies Directors’ Fiduciary Duties and the Business Judgment Rule for Executive Compensation Matters

The Court of Appeal for Ontario recently affirmed the nature of directors’ and officers’ fiduciary duties and clarified the application of the business judgment rule in the context of a dispute regarding executive...more

The DLA Piper Guide To Annual Reporting For The Financial Year To 30 June 2014

In This Issue: - Timing Requirements - Content Requirements - Directors’ Report - ASX Listing Rules – Reporting Requirements - Excerpt from Timing Requirements: The table on the following...more

Shareholder-Director Engagement – The Latest Governance Trend?

A few weeks ago several large institutional investors identified as the Shareholder-Director Exchange (SDX) Working Group sent a letter to the lead directors and corporate secretaries of Russell 1000 companies asking them to...more

Julie Friedman v. Dara Khosrowshahi, et al., C.A. No. 9161-CB (Del. Ch. Jul. 16, 2014) (Bouchard, C.)

In this memorandum opinion, the Court of Chancery granted the defendants’ motion to dismiss a stockholder’s complaint, challenging the accelerated vesting of the CEO’s restricted stock units based on an alleged violation of...more

To Pay (Directors) or Not to Pay – That is the Question

The question of whether to pay the directors of a tax-exempt organization is hotly contested. Although this practice is legal, there can be drawbacks with providing compensation. Despite the perceived hesitancy to compensate...more

Doing Business in Canada: Directors' Liabilities

DIRECTORS’ LIABILITIES - In Canada, there is a legal duty for every director and officer of a corporation to act honestly and in good faith with a view to the best interests of the corporation when exercising his/her...more

Editorial: Fla. Sets Strict Standard For Direct Shareholder Claims

Florida recently clarified the limited circumstances in which a corporate shareholder or limited liability company member has standing to bring a direct claim for damages relating to the company. On July 9, in Dinuro...more

2014 Changes to Delaware Corporate Law

Earlier this month, several significant amendments to the Delaware General Corporation Law (the DGCL) were approved. These amendments are substantially the same as the amendments originally proposed in April 2014 and will...more

Cayman Islands Directors Registration and Licensing Law: CIMA Requires Registration or Licensing of Fund Directors by September 3...

Under the Cayman Islands Directors Registration and Licensing Law 2014 (the “Law”), beginning June 4, 2014 directors of (a) “mutual funds” regulated under the Cayman Islands Mutual Funds Law (2013 Revision) and (b) companies...more

D&O Coverage: The Devil Is In the Details

A five-paragraph opinion by the New York Appellate Division suggests the potentially devastating consequences of ignoring the fine print of Directors & Officers Liability insurance policies. In Associated Community Bancorp.,...more

Roitelman: Director Not Liable Where Employee Engages In Deceit

The Tax Court of Canada recently considered whether a director could establish a due diligence defence with respect to unremitted source deductions where the responsibility for remittance lay with an employee in Roitelman v....more

Georgia Supreme Court Applies the Business Judgment Rule to Bank Officers and Directors; Decision Has Implications for Corporate...

In a landmark ruling for officers and directors of Georgia’s financial institutions, the Supreme Court of Georgia held in FDIC v. Loudermilk, S14Q0454 (Ga. July 11, 2014), that officers and directors of banks are protected by...more

FDIC v. Loudermilk, et al.—Georgia’s Business Judgment Rule (and Its Limitations)

On July 11, 2014, the Georgia Supreme Court issued its highly anticipated decision in FDIC v. Loudermilk, addressing squarely the extent to which Georgia’s business judgment rule shields bank directors and officers from...more

Chancery Court Provides Additional Room for Shareholders Challenging Change of Control Transactions

What you need to know: In its recent decision in Chen v. Howard-Anderson, Delaware’s Court of Chancery held that directors and officers may be found to have acted in bad faith, thereby breaching their fiduciary duty of...more

Georgia Supreme Court Affirms Business Judgment Rule

The Georgia Supreme Court has, for the first time, affirmed the existence of the business judgment rule in Georgia common law. More specifically, however, the state Supreme Court held that the business judgment rule does not...more

Individual Liability: What’s Behind The Headlines?

It’s been open season on financial institutions since the 2008-2009 financial crisis (“Financial Crisis”). State and federal prosecutors and regulators are competing with each other for press coverage of their latest consent...more

Directors Beware – The SEC’s High Expectations for Gatekeepers

In a recent speech, SEC Chair Mary Jo White put directors of public companies on notice of their responsibility as “essential” and “important” gatekeepers upon whom their investors and the SEC rely. Chair White described...more

Does A Director Have A Contractual Right To Compensation?

Yesterday, I wrote about stockholder challenges to director compensation. Today’s post considers what happens when a director joins a board. When someone is invited to join a board, she may ask about compensation. The...more

Japan’s Slow Embrace of Outside Directors

The pressure on Japanese firms to appoint more outside directors is increasing. Japan has long lagged much of the rest of the world in requiring outside directors on the boards of its listed companies. The United...more

When It Comes To Director Compensation Claims, Nevada And Delaware Are Fundamentally Different

Since 1969, there has no question that directors of a Delaware corporation have the authority to set their own compensation. 8 DGCL § 141(h). Having authority to do something, however, doesn’t mean that the use of that...more

California Insurers Asked to Submit Diversity Information About Boards of Directors

The California Department of Insurance (“CDI”) has issued a notification to insurers with 2013 written premiums of $100 million or more in California to complete and submit the CDI’s Governing Board Diversity Survey....more

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