News & Analysis as of

Board of Directors

Top 10 Topics for Directors in 2018

EXECUTIVE SUMMARY - 1. Cybersecurity threats. Cybersecurity preparedness is essential in 2018 as the risk of, and associated adverse impact of, breaches continue to rise. The past year redefined the upward bounds of the...more

Preparing for the 2018 Public Company Reporting Season

by Perkins Coie on

In anticipation of the upcoming annual report and proxy season, we are highlighting new requirements and trends for public companies in 2018....more

Court Of Chancery Explains Basis For Inspection Of Alleged Wrongdoing

by Morris James LLP on

Silverberg v. ATC Healthcare Inc., C.A. 2017-0242-JRS (December 5, 2017) - While the standard to win the right to inspect corporate records to investigate alleged wrongdoing is a lenient one, it is still not enough to just...more

Bill 141: New Governance Rules for Certain Quebec Companies

Directors of Quebec insurers, trust and savings companies and deposit institutions will have increased duties regarding the development and enforcement of “sound commercial practices” and “sound and prudent management...more

New Staff Guidance on Shareholder Proposals

by Morrison & Foerster LLP on

On November 1, 2017, the Staff of the SEC’s Division of Corporation Finance released Staff Legal Bulletin No. 14I (“SLB 14I”), which provides new guidance on how the Staff will evaluate arguments for omission of a shareholder...more

ICSA and The Investment Association Publish Guidance on Board Engagement with Stakeholders, European Capital Markets Update

by Jones Day on

In September 2017, ICSA: The Governance Institute ("ICSA") and The Investment Association published new guidance to help company boards ensure that they consider and understand the interests of their key stakeholders when...more

Eliminating Fiduciary Duties in a Closely Held Business

by Burns & Levinson LLP on

Longstanding Massachusetts law holds that officers, directors, partners, and even equity holders in closely held corporations owe their respective entities and related equity holders a fiduciary duty to act with the utmost...more

Italy Enacts New Anti-Raider Rules to Protect Strategic Assets

by Jones Day on

The Situation: Recent foreign investments in Italian blue chips led the Italian government to intervene to protect strategic assets. The Result: Decree 148/2017 introduced new disclosure requirements regarding...more

Preparing for the Shareholder Proposal Season

On November 16, 2017, Skadden held our webinar “Preparing for the Shareholder Proposal Season.” The panelists were Michael Garland, Assistant Comptroller for Corporate Governance and Responsible Investment in the Office of...more

Legal Risk Management Forum: panel highlights

by Ropes & Gray LLP on

Watch panels – in their entirety – from our Legal Risk Management Forum: http://bit.ly/2AirKK3. The Legal Risk Management Forum, a half-day forum hosted by the Financial Times and Ropes & Gray, brought together risk...more

Corporate Venture Capital: Variations on a Theme (5 Key Terms)

by Hogan Lovells on

We have seen increasing interest in venture capital investments by corporate investors (as compared to traditional investment funds) in recent years, especially as new technologies appear poised to dramatically impact, or are...more

New Guidance from SEC Encourages Board Involvement in Excluding Certain Shareholder Proposals

by Fenwick & West LLP on

The staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission on November 1, 2017, issued a new Staff Legal Bulletin regarding shareholder proposals under Rule 14a-8. Staff Legal Bulletin 14I...more

German Public M&A Q1 – Q3 2017: Overview and current issues

by White & Case LLP on

German Takeovers in the headlines of the press - So far this year, three takeover bids have made headlines in the German financial press. After major struggles between the executive board, supervisory board and...more

Commercial Division Dismisses Derivative Lawsuit After Board Rejects Shareholder Demand

The decision to bring a lawsuit on behalf of a corporation is entrusted to the corporation’s board of directors. A shareholder may not maintain a derivative lawsuit on behalf of a corporation without first making a demand on...more

ISS Releases 2018 Voting Policy Updates

by White & Case LLP on

On November 16, 2017, Institutional Shareholder Services ("ISS") published updates to its benchmark proxy voting policy applicable to shareholder meetings held on or after February 1, 2018. The policy updates are the...more

CEOs Take a Collaborative Approach to Creating More Inclusive Workplaces

by Stinson Leonard Street on

Numerous studies show that a diverse workforce can increase innovation, provide a competitive edge in selling products and services to different markets, improve decision-making, and significantly increase profits. But, these...more

Court of Chancery Dismisses Derivative Action for Failure to Plead Demand Futility

by Morris James LLP on

A cardinal principle of Delaware law is that directors manage the business and affairs of a Delaware corporation. This includes decisions regarding whether to pursue claims against officers and directors whose breach of duty...more

Activists at the Gate: Court of Chancery Weighs In on Claims Involving Activist Stockholders

Several recent decisions applying Delaware law offer helpful insight about the impact that activist investor involvement has on board decision-making leading to a transaction and how those decisions will be reviewed by the...more

United States: Entrepreneurs And Success

by Dentons on

Great entrepreneurs keep the basics front and center. Some of the best ideas and opportunities flame out when leaders lose sight of this basic reality....more

ISS Announces 2018 Updates to US Proxy Voting Guidelines

Proxy advisory firm Institutional Shareholder Services (ISS) recently announced updates to its U.S. proxy voting guidelines for the 2018 proxy season. Although the updates are not likely to have a significant impact on 2018...more

Is ISS A Board Declassification Denier?

by Allen Matkins on

Institutional Shareholder Services (aka ISS) recently published its 2018 Americas Proxy Voting Guidelines Update. Among other changes, ISS will now recommend a vote against or withhold from the entire board of directors...more

“Lawyer Driven” Books and Records Demand Rejected by the Delaware Court of Chancery

by Reed Smith on

The Delaware Court of Chancery rejects the ability for stockholders to access a corporation’s books and records based on “lawyer driven” motives. A recent decision of the Delaware Court of Chancery, Wilkinson v. A....more

Be Careful What You Ask For in a Section 225 Case

by Morris James LLP on

Delaware recognizes the need to promptly resolve disputes over the composition of the board of directors of a Delaware corporation. Section 225 of the Delaware General Corporation Law provides that the Delaware Court of...more

FTSE gender balance a year on – is progress being made?

by Dechert LLP on

The Hampton-Alexander Review (the “Review”), an independent, business led review supported by the UK Government, has published its ‘one year on’ supplementary report on gender balance in FTSE leadership....more

Are Directors Independent? It Depends: CSA Revisiting Regime

The Canadian Securities Administrators (CSA) have released CSA Consultation Paper 52-404 – Approach to Director and Audit Committee Member Independence (Consultation Paper) and are inviting comments on the current approach to...more

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Cybersecurity

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