News & Analysis as of

Board of Directors Corporate Counsel

Is a “Vice President” an Officer for Indemnity Purposes? Delaware and New Jersey Weigh In

by White and Williams LLP on

What makes a corporate officer an “officer”? For corporations, the issue of who qualifies as an officer is significant because corporations may be required to advance legal expenses and indemnify their officers pursuant to...more

New York and Washington Courts Issue Important Decisions Relating to M&A and Stockholder Nominations of Directors

Two courts recently issued significant corporate law decisions that are meaningful for corporations and investors navigating an M&A transaction or a proxy contest. Interestingly, both decisions arose outside of Delaware,...more

Recent Case Interpreting Voting Agreement Highlights Delaware Law Traps

by K&L Gates LLP on

A recent order by the Delaware Court of Chancery that interprets standard venture capital financing documents invalidated action taken by the holders of a majority of the common stock of a Delaware corporation to remove and...more

California Legislature Pounces on Employers With 12 New Bills

Like a pride of lions flashing teeth and fangs, the California legislature is on the hunt in 2018. As has become an annual spring ritual, Sacramento politicians have once again proposed a progressive labor agenda....more

Alert: Delaware Supreme Court Changes Conversation on Director Compensation

by Cooley LLP on

In recent years, there has been an increase in Delaware breach of fiduciary duty claims (including stockholder demands and actual cases) asserted against public company boards alleging that the directors engaged in...more

New York #MeToo Initiatives—It’s No Longer Just an HR Issue

by Blank Rome LLP on

Stephen E. Tisman and Rither Alabre Propelled by the Harvey Weinstein scandal and the “#MeToo” movement, New York government officials have taken new steps to protect victims of sexual misconduct in the workplace....more

Chips on Their Shoulders: CFIUS Intervenes in Broadcom’s Hostile Takeover Bid for Qualcomm

• CFIUS takes an unprecedented step to fend off a potential foreign acquisition • The threat that China will eclipse the U.S. in telecommunications infrastructure and technology is central to U.S. national security •...more

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

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Cybersecurity

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