News & Analysis as of

Board of Directors Corporate Counsel

New Jersey Adopts Series of Changes for Corporations

by White and Williams LLP on

The state of New Jersey recently amended its corporate laws under the New Jersey Business Corporation Act (NJBCA) in an effort to provide clarity for companies incorporated within the state. The changes closely align with...more

2017 Delaware Corporate Law and Litigation Year In Review

In 2017, the Delaware courts once again issued many substantive corporate law decisions covering a wide range of issues critical to boards, stockholders, and officers. In addition, decisions from recent years continued to...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

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

Delaware Supreme Court Reins in Stockholder Ratification of Director Compensation

• Directors were not entitled to stockholder ratification defense where stockholders only approved the general parameters of director and employee bonuses • This marks the first time in nearly 60 years that Delaware’s...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

Blog: NACD report on “Culture as a Corporate Asset” couldn’t be more timely

by Cooley LLP on

Recently, corporate cultures—or, more particularly, serious lapses in same—have emerged as flashpoints at many businesses and even entire industries, often with significant negative press coverage and severe economic...more

Corporate social responsibility and diversity policies: comply or explain

by White & Case LLP on

On 11 September 2017, Belgium published a new bill requiring certain large companies to disclose "non-financial" (relating to social, environmental and employee matters, protection for human rights, anti-corruption and...more

Proposed UK Corporate Governance Reforms Target Executive Pay Justification, Employee Engagement

by Jones Day on

The Situation: The UK government has proposed several corporate governance reforms in an effort to improve transparency and accountability in private and public employers....more

National Association of Corporate Directors Updates Cyber-Risk Oversight Handbook

by Hogan Lovells on

Earlier this year, the National Association of Corporate Directors (NACD) released an updated version of its Director’s Handbook on Cyber-Risk Oversight (Handbook). The updates add 16 pages of content to the previously...more

Compliance Into the Weeds-Episode 42, the Uber Edition

by Thomas Fox on

In this episode, Matt Kelly and I take a deep dive into the corporate governance fiasco which is Uber. We consider the revelations in the failures of corporate governance, culture and internal controls at the organization....more

Delaware Law Updates – Delaware Court Of Chancery Provides Clarity On The “Quasi-Appraisal” Remedy And Post-Closing Claims

by McCarter & English, LLP on

On May 11, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery dismissed with prejudice a putative class action brought by stockholders of networking solutions in In re Cyan, Inc. Stockholders Litigation.[1]...more

“If at First You Don’t Succeed…” - Shareholders Keep Trying to Sue D&Os for Data Security Breaches

by Locke Lord LLP on

Several high-profile lawsuits have been filed in recent years by shareholders seeking to hold corporate officers and directors liable for damage resulting from data security breaches. For example, directors and officers at...more

All [A]Board: Insights and Inspirations for Your Journey to and in the Boardroom

[co-author: Olga Mack, Clearslide] Carly and Olga were law school classmates at Berkeley Law and have continued their friendship and professional collaboration ever since. They serve as board members for both for-profit...more

Incident Response: The Increasing Risks to Corporate Legal Departments

The consequences of a data breach reached new heights last week when Yahoo announced the resignation of its General Counsel in response to a series of security incidents the company suffered. A more fulsome explanation of...more

"Privacy & Cybersecurity Update - February 2017"

In this edition of our Privacy & Cybersecurity Update, we look at a series of recent court rulings regarding standing in privacy cases, most of which suggest plaintiffs will continue to have a difficult time establishing...more

Beware the Deadlock: Delaware Courts Step in on Corporate Dysfunction

by Zuckerman Spaeder LLP on

The board of directors controls a corporation, but individual directors don’t always agree on the future direction of the company. Sometimes, boards can split into factions. A company’s CEO may align himself with one side and...more

Independent Directors

by WilmerHale on

Tom Burke (Chief Financial Officer of Hydra Biosciences), Joshua Fox (Partner at WilmerHale), Mike Massaro (Chief Executive Officer of Flywire) and Sameer Sabir (Chief Financial Officer of SevenOaks Biosystems) spoke at...more

Compliance Officer and Legal Counsel Relationships

by Ruder Ware on

I am often asked my opinion whether a general counsel can also serve in the role of compliance officer. At first blush, it seems the general counsel would be a perfect fit for the role because of general knowledge of...more

Selecting and Managing a Board

by WilmerHale on

Tom Burke (Chief Financial Officer of Hydra Biosciences), Joshua Fox (Partner at WilmerHale), Mike Massaro (Chief Executive Officer of Flywire) and Sameer Sabir (Chief Financial Officer of SevenOaks Biosystems) spoke at...more

Chancery Court Decision, Invalidating Supermajority Director Removal Bylaw, Has Broad Implications for Supermajority Bylaw...

by K&L Gates LLP on

In Frechter v. Zier, C.A. No. 12038-VCG (Del. Ch. Jan. 24, 2017), the Delaware Court of Chancery held that a corporation’s bylaw, requiring a supermajority stockholder vote for the removal of directors, was invalid. ...more

"Key Developments in Delaware Corporation Law in 2016"

Significant changes in Delaware merger litigation and settlement practice in 2016, as well as noteworthy case law developments and trends, will continue to affect merger parties and litigants in 2017 and beyond....more

C-Suite Misconduct Results in Sociedad Quimica Y Minera FCPA Resolution with DOJ and SEC

by Michael Volkov on

In an unusual FCPA enforcement action, the Justice Department and the SEC resolved FCPA violations against Sociedad Quimica y Minera, a Chilean chemical and mining company, for a total of $30.5 million, for paying...more

Race to Courthouse in Shareholder Derivative Actions Could Raise Due-Process Issues

The Delaware Supreme Court requested further consideration of the federal due-process issues that might arise where a court is asked to hold that a shareholder derivative action is precluded because a prior derivative action...more

Insight from CFPB Regarding Employee Incentives in the Wake of Wells Fargo Consent Order

This past November, in the wake of the Wells Fargo debacle, the CFPB issued a Compliance Bulletin which addressed employee incentives and the consumer risks associated with them. CFPB Compliance Bulletins are non-binding...more

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Cybersecurity

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