News & Analysis as of

Board of Directors

2017 Half-year in review - M&A legal and market developments

by White & Case LLP on

We set out below a number of interesting English and European court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical...more

SEC’s Mixed Guidance on Apple Environmental and Human Rights Shareholder Proposals Provides Clarification on CSR Proposals

Recent, seemingly disparate action by the Securities and Exchange Commission (SEC) with respect to two shareholder proposals may leave companies and shareholders confused as to whether companies may exclude shareholder...more

Delaware Supreme Court Issues Significant Decision Addressing Board Compensation

In December 2017, the Delaware Supreme Court issued a significant decision addressing compensation for boards of directors. The opinion also addresses compensation of members of management who serve on the board of directors....more

Reminders for US Public Companies for the 2018 Annual Reporting and Proxy Season

by White & Case LLP on

This memorandum outlines certain considerations for US public companies in preparation for the 2018 annual reporting and proxy season. Part I of this memorandum discusses new developments and practical action items for the...more

Compensation Season 2018: Section 162(m) and Related Considerations Post-Tax Reform

by White & Case LLP on

On December 22, 2017, the Tax Cuts and Jobs Act (the "Act") was signed into law. The Act includes significant changes to the executive compensation deduction rules contained in §162(m) of the Internal Revenue Code (the...more

Blog: Get used to it— “lap dog” may now be a favored adjective in shareholder proposals

by Cooley LLP on

From here on out, I guess you can count on seeing your directors described as “lap dogs” in some shareholder proposals or, more accurately, nascent or possible lap dogs. (That helps, doesn’t it?) That’s because, in three...more

Prohibiting an Emotional Support Animal BEFORE it Bites Someone?

by Husch Blackwell LLP on

Everyone who deals with emotional support animals is well aware that the Federal Housing Administration (FHA) construes the law very favorably toward the person alleging a need for the animal. Once a person has a medical...more

Hot Topic for 2018 Proxy Season: Director Compensation in Wake of New Delaware Supreme Court Ruling

by Pepper Hamilton LLP on

In an important recent opinion, the Delaware Supreme Court ruled in In re Investors Bancorp, Inc. Stockholder Litigation that certain director compensation decisions would be reviewed under the “entire fairness” standard...more

2017 Technology and Life Sciences IPO Report

Wilson Sonsini Goodrich & Rosati’s 2017 Technology and Life Sciences IPO Report sets forth data related to 61 U.S.-based technology and life sciences initial public offerings that priced between January 1 and December 15,...more

Better Part of Valor: Delaware Supreme Court Rules No Ratification Defense for Director Grants under Discretionary Plans

by Farrell Fritz, P.C. on

What happens when corporate directors approve their own awards under an equity incentive plan? Under Delaware law, so long as the plan is approved by a majority of the fully informed, uncoerced and disinterested stockholders,...more

Across the Board-Episode 12, Prudent Discharge of Board Compliance Obligations

by Thomas Fox on

In this episode I consider the obligations of a Board of Directors for a compliance program and how they may prudently discharge that obligation under Delaware case law, SEC regs, US Sentencing Guidelines and the Ten...more

Massachusetts High Court Rules that Investors and Board Members are not Personally Liable for Unpaid Wages Under State Law

by Littler on

The Massachusetts Supreme Judicial Court recently held that individuals acting as board members and investors cannot be held personally liable under the Massachusetts Payment of Wages Law, M.G.L. c. 149, § 148, for a...more

No Individual Liability for Board Members and Investors Under MA Wage Act

by Burns & Levinson LLP on

As I have written before, the Massachusetts Weekly Payment of Wages Act obligates employers to pay all earned wages to employees in a timely fashion. The Wage Act also specifies that the “president and treasurer of a...more

Five Major Compliance Predictions for 2018

by Michael Volkov on

When you look back on the rise of the ethics and compliance profession, you cannot ignore the history of accomplishments. It is easy to minimize these accomplishments as a reaction to the government’s aggressive FCPA...more

[Webinar] Outlook 2018: How companies are addressing hot-button shareholder issues and winning approval - January 18th, 1:00pm ET

by Hogan Lovells on

In conjunction with the Equilar report, Corporate Governance Outlook 2018, featuring commentary by Hogan Lovells and Donnelley Financial Solutions, this webinar will explore upcoming trends for the 2018 proxy season and...more

What California Lawyers May Learn From This Delaware Case

by Allen Matkins on

Shortly before leaving Delaware's Court of Chancery in 2015, Vice Chancellor Donald F. Parsons issued a decision that is widely known for the conclusion that Section 205 of the Delaware General Corporation Law does not...more

Company Investors And Board Members Off The Hook For Unpaid Wages In Massachusetts

by Seyfarth Shaw LLP on

Seyfarth Synopsis: In an important decision, the Massachusetts Supreme Judicial Court clarified the scope of personal liability for unpaid wages under the Massachusetts Wage Act. The SJC held that board members and directors...more

Plaintiffs File Amended Complaint Against Yahoo! But Is Something Missing?

by Allen Matkins on

Last spring, a derivative suit was filed in California Superior Court against certain of current and former directors and officers of Yahoo!, Inc. alleging breach of fiduciary duty in connection with the company's widely...more

Delaware Supreme Court Imposes New Limits on Stockholder Ratification Defense In Connection With Equity Incentive Plans

In In re Investors Bancorp, Inc. Stockholder Litigation, No. 169, 2017, 2017 WL 6374741 (Del. Dec. 13, 2017), the Delaware Supreme Court limited the ability of directors to assert the stockholder ratification defense when...more

Knee Deep in the Big Muddy of Director Compensation and Stockholder Ratification

by Holland & Knight LLP on

• The Delaware Supreme Court delivered a gift to the plaintiffs' bar with its recent opinion reversing the Court of Chancery's In Re Investors Bancorp, Inc. Stockholder Litigation decision. • This decision, the first...more

Discretionary Equity Awards to Directors Subject to “Entire Fairness” Standard of Review

by Dorsey & Whitney LLP on

Human nature being what it is, the law, in its wisdom, does not presume that directors will be competent judges of the fair treatment of their company where fairness must be at their own personal expense. According to the...more

Discretionary Director Compensation Subject to Entire Fairness Review

by White & Case LLP on

On December 13, 2017, on appeal from the Chancery Court, the Delaware Supreme Court in In re Investors Bancorp, Inc. Stockholder Litigation, Del. Supr., No. 169, 2017, Strine, C.J. (Dec. 13, 2017) ("Bancorp"), denied a motion...more

New Tax Law Brings Penalties for Top Paid Non-Profit Executives

The “intermediate sanctions” rules under Section 4958 of the Internal Revenue Code have long governed the payment of compensation to executives of public charities. While these rules are highly prescriptive, if followed, they...more

Court Of Chancery Explains When A Prediction Is A Misleading Disclosure

by Morris James LLP on

Chatham Asset Management LLC v. Papanier, C.A. No. 2017-0088-AGB (Dec. 22, 2017) - It is often said that a mere prediction of some future event cannot be misleading because such predictions are speculations that cannot be...more

Caremark Claims Analyzed By Delaware Court Of Chancery

by Fox Rothschild LLP on

In the recent decision of Oklahoma Firefighters Pension & Retirement System v. Corbett, C.A. No. 12151-VCG (Del. Ch. Dec. 18, 2017), the Delaware Court of Chancery provided a scholarly review of Caremark claims. In sum, the...more

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