News & Analysis as of

Board of Directors

Approval of Enhanced Advance Notice Bylaws

by Ropes & Gray LLP on

On April 3, 2018, the Superior Court of Washington for King County issued a decision affirming the use of enhanced advance notice bylaws and finding that the board’s decision to reject a deficient notice is an exercise of its...more

Court Of Chancery Upholds Waste Claims

by Morris James LLP on

R.A. Feuer v. Redstone, C.A. 12575-CB (April 19, 2018) - This decision involves the rare case where a waste claim is well plead. ...more

Delaware Superior Court Clarifies Jurisdiction Over Negligent Representation Claims

by Morris James LLP on

Wypie Investments LLC v. Homschek, C.A. N14C-08-140 WCC CCLD (March 28, 2018) - This decision clarifies that negligent representation claims can only be brought in the Delaware Court of Chancery. ...more

From China to the World: Cross-border Transactions

Akin Gump Corporate Partner, Meng Ru attended the 2018 Harvard China Law Symposium and participated on the panel, From China to the World: Cross-border Transactions. The overall theme of the conference was Entrepreneurship...more

Director Independence Regime – Time for a Change?

The Canadian Securities Administrators (CSA) have received formal submissions (Submissions) on Consultation Paper 52-404 – Approach to Director and Audit Committee Member Independence (Consultation Paper) from 27...more

Making Sure the Good Deed Goes Unpunished: Navigating Director and Officer Liability Insurance for Community Associations

by Ward and Smith, P.A. on

A community or property owner association ("Association") acts through board members and officers who are volunteers and are generally willing to serve because they care about their communities. But in this day and age,...more

“Sunshine Laws” Do Not Apply to Community Associations (Open Meetings are Still Required)

Frequently, there are complaints by association members regarding violations of Florida’s Sunshine Laws, Chapter 286, Florida Statutes, which mandates public access to records and meetings. Sunshine Laws only apply to state...more

ISS Launches New Online Communications Portal, Updates U.S. Voting Policy FAQs

New ISS Help Center - On April 9, 2018, Institutional Shareholder Services Inc. (ISS) launched a new online communications portal, the ISS Help Center, to provide a simplified interface for submitting questions to ISS...more

Delaware Chancery Court Finds Elon Musk May Be Controlling Stockholder of Tesla Motors

On March 28, 2018, in In re Tesla Motors, Inc. Stockholder Litigation, the Delaware Court of Chancery denied a motion to dismiss a lawsuit brought by stockholders of Tesla Motors, Inc. (“Tesla” or the “Company”)....more

Character Reputation of Senior Leaders Is Foundation of Compliance ROI

by NAVEX Global on

There is a rise in organizations looking to character as the means to elevate their current compliance and risk initiatives. In powerful 2015 research published with Harvard Business Review Press (Return on Character: The...more

Recent Developments in Activist Investing in Japan

by White & Case LLP on

Activist investor Oasis Management receives 90% approval for its proposals from minority shareholders at Tokyo Stock Exchange (ticker: 9449) listed GMO Internet Global activist investor trends in recent years...more

Investment Services Regulatory Update - April 2018

by Vedder Price on

New Rules, Proposed Rules, Guidance and Alerts - PROPOSED RULES - SEC Proposes Changes to Fund Liquidity Disclosure Requirements - On March 14, 2018, the SEC issued proposed amendments to the disclosure requirements...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

Environmental, Social and Governance (ESG) and Impact Enter the Board Room

by Womble Bond Dickinson on

[co-author: Mark Newberg, Director of Impact Strategies] Recently, Larry Fink, the CEO of BlackRock, the world’s largest asset manager, took a noteworthy step in an open letter he wrote to the CEO’s of all publicly traded...more

Theranos Charges Provide Perspective for Medical Device Companies, Biotechnology Companies, and Investors

by Knobbe Martens on

On March 14, 2018, the Securities and Exchange Commission (SEC) announced it filed charges against the founder and CEO of Theranos Inc., Elizabeth Holmes, and its former president, Ramesh Balwani....more

Navigating the Current Landscape of Shareholder Activism

On March 28, 2018, Skadden hosted the webinar “Navigating the Current Landscape of Shareholder Activism,” the fifth and final program in the 2017-18 SEC Reporting & Compliance and Corporate Governance Series. The panelists...more

Corporate Law & Governance Update - April 2018

by McDermott Will & Emery on

Oversight of Innovation-Styled Joint Ventures - Several new developments highlight the special oversight obligations of directors in connection with health system investment in new technology ventures. ...more

Financial Services Quarterly Report - First Quarter 2018: Luxembourg Implements Fourth EU AML Directive

by Dechert LLP on

The EU AML4 Directive (Directive)1 – an EU directive aimed at combatting money laundering and terrorist financing – has finally been transposed into Luxembourg law through the adoption of bill 71282. This occurred several...more

2018 ICI Mutual Funds and Investment Management Conference Summary

by Ropes & Gray LLP on

Ropes & Gray’s memorandum summarizing the 2018 ICI Mutual Funds and Investment Management Conference sponsored by the ICI and the Federal Bar Association is available above. The Conference included sessions that discussed the...more

Checklist of Yearly Items for Community Associations

by Sands Anderson PC on

For those who are board members and officers of community associations, there is a yearly rhythm to the orderly conduct of the association that needs to be maintained. Minding those yearly issues and doing so in a timely...more

ISS Updates Its US Proxy Voting Research Procedures & Policies FAQs

by White & Case LLP on

On March 29, 2018, Institutional Investor Services ("ISS") updated its US Proxy Voting Research Procedures & Policies frequently asked questions ("FAQs")1 . While the 2018 US proxy season is well underway, these updated FAQs...more

Best Practices For Homeowner Association Directors and Boards

by Ward and Smith, P.A. on

Approximately 65 million Americans reside in a subdivision, condominium complex, or other planned community which is governed by a community association. The typical community association is governed by a board of...more

Breaches and the Boardroom: How Directors Can Avoid Liability for Data Breaches

“Where was the Board?” is asked every time a major hacking causes yet another data breach. Data breaches and ransomware attacks occur every day, with massive impacts on companies’ finances, market value, and reputation. In...more

Court Of Chancery Explains When A Minority Stockholder Has Control

by Morris James LLP on

In re Tesla Motors Inc. Stockholder Litigation, C.A. No. 12711-VCS (Del. Ch. Mar. 28, 2018) - Under Delaware law, a controlling stockholder need not be a majority stockholder. Rather, a controlling stockholder might be a...more

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