Recently, the SEC announced settled charges against a former chairman/CEO and director of Church & Dwight Co. Inc., for violating proxy disclosure rules by standing for election as an independent director without informing...more
10/8/2024
/ Board of Directors ,
Civil Monetary Penalty ,
Corporate Officers ,
Directors ,
Disclosure Requirements ,
Enforcement Actions ,
Failure To Disclose ,
Independent Directors ,
Proxy Statements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
It has now been 20 years since the historic collapse of WorldCom, Inc. (“WorldCom” or the “Company”). A review of the WorldCom collapse yields some continuing lessons for corporate counsel....more
7/26/2022
/ Attorney-Client Privilege ,
Board of Directors ,
Corporate Management ,
Fiduciary Duty ,
Internal Controls ,
Privileged Communication ,
Risk Management ,
Shareholder Approval ,
Stock Trades ,
WorldCom ,
Written Consent
A recent Delaware Chancery Court decision highlights the liability risks faced by directors and sponsors of special purpose acquisition companies (“SPACs”) and the importance of robust disclosure in protecting against those...more
1/25/2022
/ Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Corporate Governance ,
Mergers ,
Personal Liability ,
Public Disclosure ,
Risk Management ,
Shareholder Litigation ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs) ,
Sponsors
With the Delta variant surge, many companies have delayed plans for a return to in-person board and committee meetings. The go-to alternative, in many cases, will be a return to video conferences, which worked well in the...more
9/30/2021
/ Attorney-Client Privilege ,
Board Meetings ,
Board of Directors ,
Confidential Business Information (CBI) ,
Consent ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Data Privacy ,
Evidence ,
Privacy Concerns ,
Risk Management ,
Videoconference ,
Virtual Meetings