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Board of Directors Disclosure Requirements Independent Directors

Carlton Fields

The Mysterious Boundary Beyond Which “Personal” Relationships Jeopardize a Director’s Independence

Carlton Fields on

In a recent enforcement action, the SEC concluded that the relationship between James Craigie and an officer of Church & Dwight Co. fatally undermined Craigie’s status as an “independent director” of the company under New...more

BCLP

Why Can’t We Be Friends?

BCLP on

Recently, the SEC announced settled charges against a former chairman/CEO and director of Church & Dwight Co. Inc., for violating proxy disclosure rules by standing for election as an independent director without informing...more

Cooley LLP

What we need to know about corporate governance—but don’t

Cooley LLP on

In this paper, Seven Gaping Holes in Our Knowledge of Corporate Governance, from the Rock Center for Corporate Governance at Stanford, the authors observe that it “is extremely difficult to produce high-quality, fundamental...more

BCLP

2022 Proxy Season - More Quick Hits

BCLP on

In our November 2, 2021 blog post, we highlighted a number of considerations for the 2022 proxy season. Based on recent developments, the following are some additional items...more

Skadden, Arps, Slate, Meagher & Flom LLP

NYSE Restores Thresholds for Related Party Transactions To Align With SEC Disclosure Requirements

On August 19, 2021, the New York Stock Exchange (NYSE) filed an immediately effective rule change (Rule Proposal) restoring a transaction value and materiality threshold for related party transactions that require independent...more

A&O Shearman

Tesla, Musk Settle Tweet-Related SEC Charges

A&O Shearman on

On September 27, 2018, the United States Securities and Exchange Commission (“SEC”) charged Elon Musk, the Chairman and CEO of Tesla, Inc., a publically-traded California-based technology company that specializes in electric...more

Foley Hoag LLP

New Nasdaq Rule Requires Disclosure of Third Party Compensation of Directors and Nominees

Foley Hoag LLP on

Effective August 1, 2016, companies listed on Nasdaq are subject to a new rule requiring annual disclosure of the material terms of agreements or arrangements between directors or director nominees and third parties that...more

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