News & Analysis as of

Board of Directors

Corporate Anticorruption Compliance Programs: Ten Questions Every Board Director Should Ask

by Jones Day on

The United States Department of Justice, the U.S. Securities and Exchange Commission, and non-U.S. governments and agencies have recently emphasized their continued commitments to pursuing both corporate and individual...more

Delaware Supreme Court Issues Opinion Affirming the Preclusive Effect of a Prior Dismissal of Derivative Claims on Demand-Futility...

The Delaware Supreme Court recently unanimously affirmed the Delaware Court of Chancery's dismissal of a stockholder derivative claim against directors of Wal-Mart, holding that these claims were precluded because a federal...more

Elections From Hell

by Husch Blackwell LLP on

From years of experience, unit owners and board members can justify anything. Board members who take compensation for serving on the board or who make sure that their building is always first in line for repairs can find...more

Thoughts for Board and Senior Management of Israeli Public Companies

by White & Case LLP on

We have set out below observations for board members and senior management of Israeli companies based on our experiences of the last year....more

CVAs: A 2018 Revival

by White & Case LLP on

With miserable Christmas trading figures exacerbating an already challenging climate for UK retailers, a growing number of companies are turning to company voluntary arrangements ("CVAs") as a possible source of respite. Most...more

Concert for Bangladesh and Gender Diversity at the Board

by Thomas Fox on

I found the questions that SSGA has laid out as a practical way to think through the gender diversity issue but also a wider variety of topics. For instance, in the area of compliance expertise on the Board, as required under...more

Impact of Compensation-Related Litigation on Public Companies

Compensation-related litigation and threats of litigation continued to significantly impact public companies in 2017. These companies should be mindful of issues that were raised in recent litigation: proxy disclosure,...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

Judge Kaplan Declines to Apply Business Judgment Rule Where Corporate Board’s Decision Lacked Rational Support

Key Takeaway: Where there were “serious questions” about the independence of a board and the good faith of its decision not to pursue a derivative suit against a former director, Judge Kaplan refused to apply the...more

California Bill Would Mandate Gender Quotas For Publicly Traded Companies

by Allen Matkins on

Earlier this month, California Senators Hannah-Beth Jackson and Toni G. Atkins introduced a bill, SB 826, that would require a publicly held corporation with its principal places of business in California to have a minimum...more

The Board’s Three ‘C’s’ of Corporate Governance: Composition, Communication and Connection

U.S. companies face a dizzying array of challenges, including from disruptive technologies and cybersecurity threats; economic and geopolitical uncertainties; climate change and evolving sustainability metrics; and questions...more

Across the Board-Episode 13, Rakhi Kumar on Board Gender Diversity

by Thomas Fox on

In this episode I visit again with Rakhi Kumar, the Managing Director, Head of ESG and Asset Stewardship at State Street Global Advisors. We discuss the firm's role in advocating for greater Board of Director Diversity. With...more

Bored – Then Run for the Board

by Husch Blackwell LLP on

Associations often struggle to get sufficient members to fill their Board. The common perception is that it is too much work. It’s not, but there is work involved. However, if you are organized and willing to share some of...more

Consternation Over Congress' Elimination Of Outside Directors

by Allen Matkins on

The "Tax Cuts and Jobs Act" is giving compensation committees and their advisors much to consider. Readers may recall that the limitation on a public company's ability to deduct compensation of specified officers did not...more

2017 Half-year in review - M&A legal and market developments

by White & Case LLP on

We set out below a number of interesting English and European court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical...more

SEC’s Mixed Guidance on Apple Environmental and Human Rights Shareholder Proposals Provides Clarification on CSR Proposals

Recent, seemingly disparate action by the Securities and Exchange Commission (SEC) with respect to two shareholder proposals may leave companies and shareholders confused as to whether companies may exclude shareholder...more

Delaware Supreme Court Issues Significant Decision Addressing Board Compensation

In December 2017, the Delaware Supreme Court issued a significant decision addressing compensation for boards of directors. The opinion also addresses compensation of members of management who serve on the board of directors....more

Reminders for US Public Companies for the 2018 Annual Reporting and Proxy Season

by White & Case LLP on

This memorandum outlines certain considerations for US public companies in preparation for the 2018 annual reporting and proxy season. Part I of this memorandum discusses new developments and practical action items for the...more

Compensation Season 2018: Section 162(m) and Related Considerations Post-Tax Reform

by White & Case LLP on

On December 22, 2017, the Tax Cuts and Jobs Act (the "Act") was signed into law. The Act includes significant changes to the executive compensation deduction rules contained in §162(m) of the Internal Revenue Code (the...more

Blog: Get used to it— “lap dog” may now be a favored adjective in shareholder proposals

by Cooley LLP on

From here on out, I guess you can count on seeing your directors described as “lap dogs” in some shareholder proposals or, more accurately, nascent or possible lap dogs. (That helps, doesn’t it?) That’s because, in three...more

Prohibiting an Emotional Support Animal BEFORE it Bites Someone?

by Husch Blackwell LLP on

Everyone who deals with emotional support animals is well aware that the Federal Housing Administration (FHA) construes the law very favorably toward the person alleging a need for the animal. Once a person has a medical...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

2017 Technology and Life Sciences IPO Report

Wilson Sonsini Goodrich & Rosati’s 2017 Technology and Life Sciences IPO Report sets forth data related to 61 U.S.-based technology and life sciences initial public offerings that priced between January 1 and December 15,...more

Better Part of Valor: Delaware Supreme Court Rules No Ratification Defense for Director Grants under Discretionary Plans

by Farrell Fritz, P.C. on

What happens when corporate directors approve their own awards under an equity incentive plan? Under Delaware law, so long as the plan is approved by a majority of the fully informed, uncoerced and disinterested stockholders,...more

Across the Board-Episode 12, Prudent Discharge of Board Compliance Obligations

by Thomas Fox on

In this episode I consider the obligations of a Board of Directors for a compliance program and how they may prudently discharge that obligation under Delaware case law, SEC regs, US Sentencing Guidelines and the Ten...more

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