Defining Roles and Responsibilities within an Organization
Beyond the Bylaws: The Medical Staff Show - How to Build Compliant and Effective Peer Review Processes into Your Bylaws
Beyond the Bylaws: The Medical Staff Show | The Role of Bylaws in Medical Staff Governance, Part II
Beyond the Bylaws: The Medical Staff Show - Medical Staff 101
Nonprofit Basics: Amending Nonprofit Corporation Bylaws
Litigation developments: federal forum provisions
Meritas Capability Webinar - Controlling Where to Fight and Who Pays for it?
Rules for rewarding 'super' condo board members
Updating your association's governance involves modernizing governing documents, clarifying roles and streamlining decision-making. The process should be seen as continuous improvement, starting with diagnostics and...more
A recent decision from the United States District Court for the District of Maryland in the case Brancous, LP1 v. Braemar Hotels & Resorts Inc., et al. (Case No. 1:25-cv-03971-SAG) is drawing attention in the corporate...more
Rainbow Mountain, Inc. v Begeman, C.A. No. 2018-0403-PAF (Del. Ch. Aug. 25, 2025) - In this case, the Court of Chancery concluded that a written member consent validly replaced the nonstock corporation’s governing body,...more
As the year comes to a close and businesses prepare to wrap up 2025, there’s one critical task that should not be overlooked — a comprehensive legal check-up. Just as we schedule annual physicals to safeguard our personal...more
Recently, I blogged about how Glass Lewis released its Benchmark Policy changes for 2026, which are included in this 90-page document. Here’s a Cooley Alert penned by Cooley’s Brad Goldberg, Beth Sasfai, Ali Murata, Michael...more
The SEC’s recent policy change on issuer-investor mandatory arbitration provisions has prompted quick reactions from proxy advisors and early adopters in the market—setting the stage for renewed debate over whether companies...more
On December 4, Glass Lewis updated its benchmark proxy voting guidelines. The updates applicable to U.S. companies are briefly summarized below....more
If precatory proposals are not a guaranteed option, proponents could look to submit binding shareholder proposals under Rule 14a-8 as an alternative, which in practice means binding bylaw proposals that would have direct...more
The following is a review of notable cases and regulatory developments for associations and other nonprofit organizations at the federal and state levels during the last year, organized by the following categories: ...more
From approving resolutions to responding to owner requests, community association boards and their management companies are called on to make countless decisions regarding their governance and operations. But even routine...more
In today’s complex business world, it is imperative that companies understand the importance of corporate governance. Today, more than ever, companies are facing increased scrutiny and rising expectations from their...more
Yesterday, Glass Lewis released its Benchmark Policy changes for 2026, which are included in this 90-page document...more
Activist campaigns have become an increasingly common strategy for investors seeking to unlock shareholder value. M&A and other transactional-focused strategies have been a top driver of activist activity, with 45 percent of...more
In this episode of OK at Work, attorneys Sarah Sawyer and Russell Berger from Offit Kurman discuss the importance of clear organizational structures and effective board governance. They highlight the need for well-defined...more
Once you've decided that you want to take the leap of faith and start your own company, what should you do? In other articles, we have provided some practical tips for founders in starting and operating a company), but what...more
The NCAA Division I Board of Directors has adopted emergency legislation that allows the College Sports Commission (CSC) to declare Division I student-athletes ineligible for failing to disclose noninstitutional name, image,...more
In the spirit of Halloween, it’s time to ask: Are your company governance documents a ticking time bomb buried beneath the boardroom floor? When was the last time you updated your bylaws or governance documents?...more
Activism didn’t pause in 2025 – it evolved. Campaign counts are up, tactics have multiplied, and boards are settling faster and earlier. As Goldman Sachs’ Neil Rudisill put it on Cooley’s Market Talks panel, “We’re on...more
Compliance with an HOA's governing documents helps avoid legal liabilities and ensures decisions are made consistent with North Carolina law. Transparency builds trust and can improve member engagement....more
Ban v. Manheim, C.A. No. 2022-0768-JTL (Del. Ch. May 19, 2025) - In this post-trial decision, the Court of Chancery held that a controlling stockholder’s exercise of redemption and call rights that eliminated a minority...more
This newsletter explores the emerging legal topics and issues affecting the condominium and cooperative services industry. Thought-leading attorneys from Moritt Hock & Hamroff’s Condominium and Cooperative Services Practice...more
At an Open Commission Meeting last week, the SEC approved a 20-page policy statement reversing a longstanding policy that the Staff wouldn’t accelerate the effectiveness of a registration statement if the company’s bylaws had...more
New Section 21.373 of the Texas Business Organizations Code (“TBOC”) went into effect on September 1, 2025, providing certain publicly traded corporations with a powerful new tool to limit the ability to submit shareholder...more
The board of directors is tasked with making important decisions on behalf of the HOA, including managing the HOA's finances, adopting and enforcing rules and regulations, and overseeing the upkeep of common areas. The...more
The SEC has calendared an Open Commission Meeting for this Wednesday during which it will consider whether to issue a policy statement addressing the presence of a provision requiring arbitration of investor claims arising...more