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
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 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
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
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
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
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
This year at the 2023 Community Associations Institute (CAI) Law Seminar in New Orleans, Louisiana, one breakout session focused on Boards of Directors conducting Association business electronically through various modern...more
Nonprofit organizations in the US often ask how big their Board of Directors should be. Boards that are too small can fall short of their goals or stagnate, but Boards that are too big can quickly become unwieldly for...more
The Board of Directors is a key pipeline for resources for any US nonprofit organization. Most nonprofits do not pay Board members for their service, so organizations rely upon dedicated volunteers....more
The proliferation of U.S. sanctions and other regulations affecting cross-border transactions has implications for directors, who may be personally liable for violations in some cases. Meanwhile, the Securities and Exchange...more
Let the sunshine in. I am not talking about the popular 1969 song by The 5th Dimension. I am referring to the statutes governing Virginia community associations that require all meetings of a board of directors, including...more
Public company boards face an ever-increasing list of topics that fall under their oversight responsibilities. As the list gets longer, so too does the breadth of skills and backgrounds that boards view as important when...more
Key trends - We are now over half way through the year and moving towards the end of the AGM season. The trends which we identified at the start of the year have generally continued. Most companies have chosen to hold a...more
Refinitiv, Q1 2022 Adviser Rankings, US law firms, September 2021 We continue to track the approach FTSE 350 companies are taking to the holding of their AGMs. We have set out in our snapshot the approach companies have taken...more
En fechas recientes, la Comisión de Economía, Comercio y Competitividad de la Cámara de Diputados hizo público su dictamen a la iniciativa con proyecto de decreto por el que se reforman y adicional diversas disposiciones de...more
I. Introduction - As a common law jurisdiction, Ireland’s legal system is similar to that of the US and the UK and businesses can be carried on in Ireland in several different ways, including as sole traders, partnerships,...more
Yesterday's post briefly discussed former Chancellor William Chandler's ruling in Fogel v. U.S. Energy Systems, Inc., 2007 Del. Ch. LEXIS 178. In finding that no valid board meeting had occurred, Chancellor Chandler stated...more
Three tips that will save you time in your next meeting, based on parliamentary procedure rules that Robert says small boards (and committees!) can ignore....more
Cyprus is an EU member state and a common law jurisdiction with a legal system similar to that of the UK. It is located at the eastern end of Europe linking 3 continents, Europe, Africa and Asia and it has a long and strong...more
Virtual member meetings for New York State not-for-profit and religious corporations, which were originally allowed as an exceptional circumstance, are now permitted permanently. New York had temporarily modified its...more
When you join the board of a public company, you are making a long-term commitment that carries with it the risk of tarnishing your professional reputation if things go seriously wrong. You might also have to endure the...more
The two most common forms of legal entities incorporated in Brazil are the limited liability company (“Limitada”) and the corporation (“S.A.”). These are considered the most attractive types of companies given that they are...more
The Italian Government has enacted Legislative Decree no. 183 of 2021 – implementing the European Union Directive (UE) 2019/1151 and introducing measures aimed, inter alia, at developing digital processes in Italian company...more