Shareholders Board of Directors

News & Analysis as of

Court Applies 'Corwin' and Upholds Board's Adoption of Dissolution Plan

Contract and fiduciary duty law intersect when how a board acts, including the vote required, is affected by a shareholder agreement. Such agreements are common to enable investors to protect their investment, either through...more

Blog: PwC Survey Of Directors Showed Skepticism On The Benefits Of Shareholder Engagement, Critical Views Of Some Board Colleagues...

In its annual survey released Tuesday of more than 800 corporate directors, PwC identified ten key findings, including critical views on other board members, split views on board diversity and skeptical views on the benefits...more

Gavel to Gavel: The insolvency dilemma for directors

In light of a recent swell of bankruptcies in Oklahoma and surrounding areas – predominantly triggered by the turbulent energy market – directors should fortify their understanding of fiduciary duties owed to companies in...more

Corporate Law & Governance Update - September 2016

The following developments from the past month offer guidance on corporate law and governance law as they may be applied to nonprofit health care organizations: BUSINESS ROUNDTABLE GOVERNANCE GUIDELINES - In an...more

Turkey Corporate Newsletter - September 2016

Considering Becoming A Board Member? Read This First. Good corporate governance requires fully informed board members who are aware of their duties and the potential legal implications of their actions. Under the...more

Blog: Employees on boards — headed across the Atlantic?

As discussed, in a speech delivered in July, the about-to-be new U.K. Prime Minister and leader of the Conservative Party, Theresa May, advocated strenuously for a number of corporate governance reforms, an approach she...more

Susan E. Rich: A Legacy of "Firsts"

Susan Elliott Rich is a legend at Baker Donelson. In fact, she holds all of the "firsts" – first female shareholder, first woman to be an Office Managing Shareholder and first woman appointed to the Firm's Board of Directors....more

The Basics of Board Service: Sheila Ronning Demystifies the Fundamentals

Long before adding women to boards was a hot topic, Sheila Ronning, CEO and founder of Women in the Boardroom, believed in the importance of providing women the opportunity to serve and excel on corporate boards. Today, as...more

What Is Good Corporate Governance? A Commonsense Approach

It seems to be a very simple question that does not always produce a clear-cut response. A group of high profile executives, including CEOs of major US corporations, tried to reach consensus on commonsense principles that are...more

Blog: CEO Group Offers List Of Commonsense Corporate Governance Principles

A group of CEOs of major public companies and institutional investors, including Jamie Dimon, Warren Buffett, Larry Fink, Mary Barra and Jeff Immelt, among others, have developed a list of “commonsense corporate governance...more

U.S. Court for District of Minnesota Dismisses Target Data Breach Shareholder Derivative Suits

On July 7, 2016, the United States District Court for the District of Minnesota granted Target’s unopposed motion to dismiss the derivative actions filed by a number of shareholders against the company relating to the...more

New Legislation Modernizes Luxembourg Company Law

The Luxembourg Parliament adopted two new laws on 18 July 2016 (the “New Laws”), which update key features of some of Luxembourg’s long-established and most frequently used corporate structures and introduce new structures....more

Shareholder Derivative Suit Following Data Breach Misses Target

On July 7, 2016, Judge Paul A. Magnuson of the United States District Court for the District of Minnesota granted Defendants’ Motions to Dismiss a shareholder class action that had been initiated following a 2013 holiday...more

The Debate Over Shareholder Democracy

Corporate governance issues can quickly divide directors, management and shareholders. For years there has been a continuing debate over the efficacy and importance of shareholder democracy. In theory, and using loaded...more

Evolving Director-Investor Communications: Preparing for Your Board’s Direct Engagement with Shareholders

Preparation, two-way communication, targeted proactive engagement and choosing the right director for the job are the keys to a successful engagement strategy, say Latham & Watkins partners Mark Gerstein and Steve Stokdyk in...more

A Fun New Fact Pattern for Demand Futility

The concept of demand futility, rooted in the fundamental elements of Delaware corporate law, has been present for decades. The demand futility rules developed, as most doctrines of Delaware corporate law do, through judicial...more

"Amendments to Delaware General Corporation Law Signed Into Law"

On June 16, 2016, Delaware Gov. Jack Markell signed into law amendments to the Delaware General Corporation Law (DGCL) described in our March 16, 2016, client alert. Among the amendments are changes to Section 262 to impose...more

Romanian Legal Update: Significant Changes In The Field Of Corporate Governance For Public Undertakings

Law No. 111/2016 for the approval of the Government Emergency Ordinance No. 109/2011 regarding the corporate governance of public undertakings (the Ordinance) has been published in the Official Gazette No. 415 of 1 June 2016...more

Corporate Investigations and White Collar Defense - June 2016

Eye on the Supreme Court—Corruption and Fraud Edition - Why it matters: This session, the Supreme Court has undertaken the review of numerous cases that raise thorny issues arising in the white collar context. In our...more

Blog: Options to Acquire: How these Creative Acquisition Strategies Differ from a Traditional Purchase

Creative acquisition strategies are offering both buyers and targets additional opportunities to grow their businesses through M&A. One strategy that we are seeing parties use is the “option to acquire” structure, which...more

New OJK Regulation on Indonesian Securities Companies

The Indonesian Financial Services Authority (Otoritas Jasa Keuangan - "OJK") has recently issued Regulation No. 20/POJK.04/2016 ("Regulation 20/2016") on the Licensing of Securities Companies that Conduct Business Activities...more

Taking Action That Affects The Shareholder Vote? Expect the "Gimlet Eye"

On May 19, 2016, the Delaware Chancery Court preliminarily enjoined the directors of Cogentix Medical from reducing the size of the company's board because, under the facts presented, there was a reasonable probability that...more

Court Of Chancery Enjoins Board Reduction Plan Prior To Director-Election

This is an excellent review of the law governing when the Court will enjoin board action that affects the ability of stockholders to elect directors....more

Court Of Chancery Resolves Appraisal Voting Requirement

It is well understood that to be entitled to the appraisal of your stock you need to not vote for the merger. However, in the complex world of how shares are held by beneficiaries and depositories, it is easy to overlook the...more

Feeling Oppressed? Not if it’s from a Breach of Contract, Says Court of Appeal

In Shefsky v. California Gold Mining Inc., the Alberta Court of Appeal (Court) upheld the chambers judge’s decision and dismissed the appeal of Martin Shefsky in a fight for control of the board of directors of California...more

270 Results
View per page
Page: of 11
JD Supra Readers' Choice 2016 Awards

"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*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.

Already signed up? Log in here

*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.