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Board of Directors Duties & Responsibilities

ArentFox Schiff

Trade Association Governance: Policies That Support the Three “Executives” — the Executive Committee, Executive Session, and Chief...

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When was the last time your association board and chief executive asked each other, “How should we work together?”...more

A&O Shearman

Directors' Liabilities in Europe: a multi-jurisdiction survey on current set of rules and best practices

A&O Shearman on

Directors’ duties and liabilities have always been at the forefront of corporate governance. It has become a hot topic in the wake of new regulations in the field of sustainability, which directly impact directors’...more

Venable LLP

Supreme Court of Maryland Overrules Prior Distinction Between Director’s Managerial and Non-Managerial Duties and Reaffirms That...

Venable LLP on

In one of the most significant Maryland corporate law cases in several years, involving an inter-generational family contest between (a) a 28% stockholder and former director and employee (“Mekhaya”) and (b) the corporation...more

Jenner & Block

Delaware’s 102(b)(7) Exculpation of Senior Officers - One Year Later

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For more than thirty-five years, Delaware law, pursuant to Section 102(b)(7) of the Delaware General Corporation Act (DGCL), has allowed Delaware corporations to exculpate their directors from personal liability for damages...more

Mayer Brown Free Writings + Perspectives

Across the Board - A Board Approach to Shareholder Engagement

​​​​​​​Public company executives have long engaged with their shareholders, especially during proxy season, to share business strategy and address investor concerns. In recent years, public company directors have increasingly...more

Goodwin

Restructuring: Top Ten Questions for Boards to Consider During a Down Cycle

Goodwin on

Board Decision Making in a Down Cycle - The last several months have been unprecedented in terms of how quickly and drastically business environments have changed. With widespread uncertainty and financial distress...more

Troutman Pepper Locke

COVID-19 and Director Liability: Discharging Fiduciary Duties While Navigating the Financial Distress and Business Uncertainty...

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The COVID-19 pandemic has caused unprecedented economic disruption at virtually every level of a business, from alarming declines in demand and revenue, operational and supply chain problems , employee issues, roadblocks to...more

White & Case LLP

Lessons from the trenches: Tips from a leasing company’s chapter 11

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Fixed-wing leasing companies should consider six tips for navigating a possible restructuring precipitated by the COVID-19 crisis. About a year ago, I completed the most exhausting marathon of my life serving as the chief...more

BCLP

Are boards engaging with stakeholders/their workforce?

BCLP on

This year companies have to report for the first time on how the directors have considered stakeholder interests and how the employee voice is reflected in the boardroom. This article examines the new reporting requirements...more

Mayer Brown Free Writings + Perspectives

SEC Permits Fund Board Reliance on CCOs

On October 12, 2018, the Securities and Exchange Commission’s Division of Investment Management issued a no-action letter permitting a fund’s board of directors (“Board”) to rely upon quarterly compliance certifications...more

Kramer Levin Naftalis & Frankel LLP

SEC Staff Allows Boards to Rely on CCO Determinations for Various Affiliated Transactions

In a no-action letter (the Relief) issued on Oct. 12, 2018, to the Independent Directors Council, the Securities and Exchange Commission staff (the Staff) confirmed that they would not recommend enforcement if a fund’s board...more

Best Best & Krieger LLP

[WEBINAR] Who Does What? Defining Proper Roles for Staff and Elected Officials

The most effective cities often share key traits in common. Among these is a solid history and practice of clearly defined and well-understood roles for the key players on the city’s team. When staff and elected officials...more

Jones Day

ICSA and The Investment Association Publish Guidance on Board Engagement with Stakeholders, European Capital Markets Update

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In September 2017, ICSA: The Governance Institute ("ICSA") and The Investment Association published new guidance to help company boards ensure that they consider and understand the interests of their key stakeholders when...more

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