Governance Series: A Good Hospice Board in Action - What it Looks Like
Nota Bene Episode 94: Mapping COVID-19’s Impact on American Bankruptcy and Restructuring with Edward Tillinghast
[WEBINAR] Who Does What? Defining Proper Roles for Staff and Elected Officials
What device companies need to know ahead of an advisory panel meeting
In this new paper from the Rock Center for Corporate Governance at Stanford, The Artificially Intelligent Boardroom, the authors discuss the potential impact of artificial intelligence on boardroom practices—impact that they...more
In addition to the Corporate Transparency Act, the California State Legislature passed new laws that will impact common interest developments. Key highlights include: AB 2159: Amends sections 5105, 5110, 5115, 5120, 5125,...more
As the ultimate decision-maker for your organization, your governing body needs to understand compliance and appreciate the compliance risks facing the organization as well as what is needed to mitigate those risks. This...more
When was the last time your association board and chief executive asked each other, “How should we work together?”...more
As we approach year-end, we remind all Cayman Islands investment funds registered with the Cayman Islands Monetary Authority (CIMA) of CIMA’s Rule on Corporate Governance for Regulated Entities and the Rule and Statement of...more
Board members sometimes just assume that whenever they enter into executive session under Connecticut’s Freedom of Information Act (FOIA), they can invite anyone they want into the session. Furthermore, boards often assume...more
In yesterday's post, I discussed Tuli v. Specialty Surgical Center of Thousand Oaks, LLC, 2024 WL 4499271 (Oct. 16, 2024) and whether alleged personal animosity vitiated application of the business judgment rule to the...more
The validity of a board meeting hinges on three things - a quorum, notice and call. Many lawyers focus on the first two and may overlook the third. For California and Nevada corporations, the question of who may call a...more
The Illinois Public Access Counselor (PAC) issued its seventh binding opinion of the year, finding a Village Board of Trustees violated the Open Meetings Act (OMA) by taking improper action to authorize the purchase of a...more
The Situation: Boards of directors face increasingly intense workloads, pressure to respond to developments in real time, and exposure to a higher level of legal risk than ever before....more
You’ve worked day and night getting your start-up off the ground and have been fortunate enough to attract investors who have funded your start-up, who now have a seat on your board of directors. Now comes a big milestone:...more
Friday June 14, Governor DeSantis signed HB 1021, which places significant new burdens on condominium managers and directors. This bill is effective July 1, 2024, although some new requirements have later effective dates. ...more
I recently discussed whether chat messages constitute "minutes" of a meeting. A related question is whether emails constitute a meeting....more
A California corporation is required to keep "minutes of the proceedings of its shareholders, board and committees of the board". Cal. Corp. Code § 1500. Minutes are required to be open to inspection upon the written demand...more
The Illinois Public Access Counselor (PAC) issued a binding opinion, finding a school board violated the Open Meetings Act (OMA) when it improperly discussed school curriculum during closed session....more
Public company directors are under more pressure than ever to oversee enterprise risk, even risk from day-to-day operations, which is normally addressed by management. Egregious failures of upper management to react to red...more
In the run-up to this Friday’s December Board meeting, the California Privacy Protection Agency (CPPA or the “Agency”) has continued its recent flurry of regulatory activity. Late last week, the CPPA published an additional...more
Under the California General Corporation Law, a board of directors can take action in two different ways - at a meeting or by unanimous written consent. See Cal. Corp. Code § 307. Over a decade ago, I posed the question of...more
On October 20, 2023, a decree was published to reform and add several provisions of the General Law on Commercial Entities (Ley General de Sociedades Mercantiles) (the "Law") to allow the use of electronic means for the...more
El 20 de octubre de 2023 se reformó la Ley General de Sociedades Mercantiles a efecto de permitir la celebración de asambleas de socios y/o accionistas y de los órganos de administración de manera remota y a través de medios...more
On October 20, 2023, the General Law of Commercial Companies was amended to allow that partners and/or shareholders meetings and board meetings be held remotely and through electronic means....more
On Friday, September 8, the California Privacy Protection Agency (CPPA) held a public board meeting. The primary topic of discussion at this meeting was the Agency’s draft regulations on cybersecurity audits and risk...more
In recent years, we have witnessed a sharp increase in the number of lawsuits filed in Israel against officers and directors of companies and a broadening of the scope of their liability. As a result of their roles, directors...more
What are the different types of association meetings? How do you know what type of meeting to have? Community associations have board meetings and member meetings; knowing the difference and scheduling the right meeting is...more
On Friday, March 3, 2023, the California Privacy Protection Agency (CPPA) held a public board meeting. Though the meeting focused primarily on the Agency’s budget and various administrative issues (e.g., subcommittee...more