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Board of Directors

Freiberger Haber LLP

Board Authority and Shareholder Approval: A Case Study in Director Removal and Invalid Bylaw Amendments

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Under Section 706(a) of the New York Business Corporation Law (“BCL”), a director may be removed for cause either by shareholder vote or, where authorized by shareholder-adopted bylaws, by action of the board. In addition,...more

Jackson Walker

Practical Considerations for Companies Considering DExit

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This article is part five of six articles in the “DExit to Texas: What You Need to Know About Reincorporating in the Lone Star State” series, which covers why Delaware companies are considering redomiciling in Texas and the...more

Cooley LLP

AI Note-Taking in the Boardroom (Don’t Do It)

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AI note-taking tools are increasingly common in day-to-day business settings, and our clients often ask if they should use AI notetakers in board meetings....more

Cooley LLP

Proxy Season Recap: Governance Proposals

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Here’s an excerpt from this Cooley Alert penned by Beth Sasfai, Brad Goldberg, Michael Mencher, Vince Flynn, Victoria Peluso, Reid Hooper and Justin Kisner: “Governance proposals remained steady in volume and continue to...more

A&O Shearman

What's the Magic word? Nominate

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What does it mean to nominate someone? The Court of Appeal has provided an answer. A storm brewing - Magic Investments subscribed for around 100 shares in Greater Good Fresh Brewing, a home-brewing company co-founded by...more

Pietragallo Gordon Alfano Bosick & Raspanti,...

Founder Disputes: Key Considerations When Founders Clash

Many fast-growing companies are founded by friends, family, or colleagues. As these companies expand, founder disputes can emerge. Founder disputes are not typical business disagreements. Founders often play many roles...more

KPMG Board Leadership Center (BLC)

[Webinar] Lessons from the 2026 Proxy Season - June 25th, 11:00 am - 12:00 pm ET

Join us for the next KPMG Board Leadership Center quarterly webcast as we discuss trends from the 2026 proxy season. Topics to be discussed include: - A look at proxy voting trends and outcomes - Activist investors...more

Skadden, Arps, Slate, Meagher & Flom LLP

AI Drafting Board Minutes? Hold Up, Wait a Minute. It’s Complicated.

Artificial intelligence (AI) tools for board-related work have matured quickly. AI can comb through prior minutes on similar topics, summarize lengthy materials ahead of meetings, and even transcribe meetings in real time and...more

Skadden, Arps, Slate, Meagher & Flom LLP

How to Stay Ahead of the Risk That Your Insiders Could Trade on Prediction Markets

Event contracts — the term for what prediction markets offer — are not new. The Commodity Futures Trading Commission (CFTC) has regulated trading of event contracts, such as weather contracts, for decades....more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - June 2026

With the rise of prediction markets, there is a danger that insiders may abuse their access to information for profit in new ways. Companies may want to revise their codes of conduct and other policies covering the...more

Mintz

[Podcast] Mintz On Air: Practical Policies — Crisis Management: A First Hours Focus

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An anonymous hotline complaint comes in. The allegations are serious. The clock is ticking. What should you do first? In this episode of the Mintz On Air: Practical Policies podcast, host Jen Rubin is joined by Mintz Member...more

A&O Shearman

Delaware Supreme Court Affirms Dismissal Of As-Applied Equitable Challenges To Advance Notice Bylaws As Unripe

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On April 29, 2026, the Delaware Supreme Court, sitting en banc, affirmed a pair of decisions by the Delaware Court of Chancery dismissing stockholder complaints seeking to assert as-applied equitable challenges to the...more

Foley & Lardner LLP

Guilbeau v. Footprint Int’l Holdco, Inc.: Lessons From a Chancery Court Cramdown Financing Decision and Insights Into DGCL Section...

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In Guilbeau v. Footprint International Holdco, Inc., Vice Chancellor Laster considered fiduciary-duty challenges to a dilutive cramdown financing, including claims against an alleged non-majority controller and members of the...more

Mintz - Employment Viewpoints

Mintz On Air: Practical Policies — Crisis Management: A First Hours Focus

An anonymous hotline complaint comes in. The allegations are serious. The clock is ticking. What should you do first?...more

Orrick, Herrington & Sutcliffe LLP

FDIC OIG releases report reviewing January failure of Illinois state-chartered bank

On June 1, the FDIC OIG published a report containing findings from its review of a state-chartered bank in Chicago that, as previously covered by InfoBytes, was closed by the Illinois Department of Financial and Professional...more

Blake, Cassels & Graydon LLP

La Cour d’appel de l’Ontario reconnaît la fraude comme fondement autonome de la responsabilité des administrateurs

Il est bien établi en droit canadien que la responsabilité personnelle des administrateurs et dirigeants ne peut être retenue pour les actes de l’entreprise, sauf dans des circonstances justifiant la levée du voile...more

ALTO Litigation

May Securities Litigation Brief: No More No-Deny and Four Rulings Worth Watching

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Developments in securities litigation move fast, and not all of them matter equally. Each month, Alto Litigation curates and summarizes the cases, rulings, and regulatory actions most likely to shape risk and strategy in the...more

KPMG Board Leadership Center (BLC)

Strategy oversight amid volatility

Boards are moving from annual strategic reviews to more continual, dynamic engagement. From geopolitical risk to the board’s oversight of AI, the KPMG Board Leadership Center discusses the changing nature of board engagement...more

Freeman Law

Corporate Migrations | They’re Choosin’ Texas and We Can Tell

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For generations, Delaware served as the default home for corporate charters, thanks in part to its specialized Court of Chancery and a deep body of case law, leading to more predictable judicial outcomes....more

Wiley Rein LLP

New Jersey Supreme Court Enforces Capacity Exclusion and Refuses to Find Waiver or Estoppel Based on Reservations of Rights

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The New Jersey Supreme Court, applying New Jersey law, has held that a capacity exclusion in a D&O policy barred coverage for claims asserted in two underlying actions alleging that a director of a pharmaceutical company...more

Fenwick & West LLP

How DEI Shareholder Proposals Are Faring in 2026

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The 2026 proxy season marks a continuation and, in many respects, an acceleration of the trends observed in 2025. This year, anti-DEI proposals represent the dominant form of DEI-related shareholder activism, while pro-DEI...more

KPMG Board Leadership Center (BLC)

Midyear Observations on the 2026 Board Agenda

Low visibility, persistent uncertainty, and heightened volatility continue to define the global business environment. The KPMG Board Leadership Center offers insights to help directors focus their agendas for the second half...more

Hogan Lovells

How to preserve optimization of a business in bankruptcy

Hogan Lovells on

This is the fourth article in a continuing series on how to structurally optimize businesses the right way (and cautionary tales about the wrong ways), whether and when to use divisive mergers (and what not to do once you...more

Walkers

Jersey Company Law Series: who makes decisions?

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Who makes decisions and how the affairs of a Jersey company are managed is dictated by a combination of the Jersey Company Law and the company's memorandum and articles - Under the Law, certain corporate actions must be...more

Walkers

Jersey Company Law Series: records, accounts, annual confirmation statement and audit requirements

Walkers on

Rules relating to financial records and accounts - Accounting records a company must keep and accounting principles applied...more

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