Guidepost in Motion: Off The Chain Part 2 Innovations and Best Practices in Crypto and Blockchain
Cyberside Chats: Don’t silo your risk from legal (with Ingrid Rodriguez)
Digging Deeper Episode 10: Misguided or Misconduct? Understanding Bad Behavior in the Corporate World
M365 in 5 – Part 7: Teams Audio/Video (A/V) Conferencing
M365 in 5 – Part 6: Teams Channels – The virtual collaboration workspace
M365 in 5 – Part 5: Teams Chats – Modern communications
M365 in 5 – Part 4: Teams – An introduction to collaboration
M365 in 5 – Part 3: OneDrive for Business – Protected personal collaboration
M365 in 5 – Part 2: SharePoint Online – The new file-share environment
M365 in 5 – Part 1: Exchange Online – Not just a mailbox
Sitting with the C-Suite: Differentiating Through Client Service
Sitting with the C-Suite: Culture Integration in a Remote Work Environment
Sitting with the C-Suite: HaystackID and NightOwl Merger Overview
Sitting with the C-Suite: Managing through Challenging Times? Focus on the Key Three
Nota Bene Episode 91: China Q3 Check In - Trade Wars, GDP Growth, Pandemic Comparatives, and Hong Kong with Michael Zhang
Sitting with the C-Suite: COVID 19 Impact – Four Sectors of Change for the Legal Industry
Sitting with the C-Suite: Legal Industry Technology Adoption
Sitting with the C-Suite: Trial Prep as a Launchpad for Services
Sitting with the C-Suite: eDiscovery Observations – Historical Lookback to 1990s and 2000s
Sitting with the C-Suite: Servient – What’s Next
The shocking murder of Brian Thompson, the Chief Executive Officer of UnitedHealthcare, while walking to an investor meeting in New York City on December 4, 2024, has caused many boards of directors and executive teams to...more
Wilson Sonsini’s 2024 Silicon Valley 150 Corporate Governance Report reviews the corporate governance practices and disclosures of the Valley's largest public companies between October 1, 2023, and September 30, 2024. The...more
Directors can play a key role in the success of start-ups and scale-ups in both the UK and the U.S. However, differences between legal frameworks and governance norms, as well as the experience and approach applied by...more
In yesterday's post, I discussed Tuli v. Specialty Surgical Center of Thousand Oaks, LLC, 2024 WL 4499271 (Oct. 16, 2024) and whether alleged personal animosity vitiated application of the business judgment rule to the...more
In OneMove Capital Corporation v Dye & Durham Limited, 2024 ONSC 5114 (OneMove), Justice Penny of the Commercial List division of the Ontario Superior Court concluded that shareholders may not submit a proposal under s. 99...more
13th Annual Risk & Compliance Virtual Conference | Thursday, September 19 - A thriving future begins with smart governance, risk and compliance decision-making today. Join thousands of your peers at this complimentary...more
Delaware practitioners and legal scholars are digesting the implications of SB 313 which adds a new Section 122(18) to the Delaware General Corporation. According to the bill's synopsis, this new provision...more
One difficulty of answering the question of whether a general counsel is a corporate officer is that the California General Corporation Law does not define "officer". Corporations Code Section 312(a) requires a corporation...more
Special committees have evolved as a key corporate governance mechanism to assist boards of directors in discharging their fiduciary duties. Applicable securities laws mandate the use of special committees in connection with...more
Welcome to the 10th edition of OIG Shorts. In this post we discuss why it’s important that Chief Legal Officers (and Chief Ethics & Compliance Officers) have meaningful, real-time involvement in the key legal, organizational,...more
Last week, I wrote about legislation, 2022 Cal. Stats. ch. 617, that among other things eliminated the word "executive" from the numerous sections of the California Corporations Code containing the phrase "principal executive...more
On May 1, 2023, Vice Chancellor Morgan T. Zurn of the Delaware Court of Chancery denied a motion to dismiss a putative stockholder class action asserting a breach of fiduciary duty claim against the directors of a...more
On January 25, 2023, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery denied a motion to dismiss a derivative suit brought by stockholders asserting breach of fiduciary duty claims against a former officer...more
Non-director officers may face liability for failing to properly oversee the corporation’s affairs and ignoring “red flags” within their “areas of responsibility.” Key Points: ..The McDonald’s Corporation’s response...more
Navigating a global patchwork of ESG regulation and enforcement while preparing for greenwashing claims and other ESG litigation will likely be among the main concerns for companies in 2023. Both anticipated and less...more
Closed-Door, “Off the Record” Benchmarking on Critical ESG Issues! ACI’s inaugural ESG Think Tank is scheduled for November 30th in Washington, DC! This in-person “boardroom-style” forum will provide meaningful...more
On September 20, 2021, the Delaware Supreme Court overruled its 2006 decision in Gentile v. Rossette, eliminating so-called "dual natured" simultaneous direct and derivative claims for breach of fiduciary duty. The decision...more
If you speak to members of a corporate board and the C-Suite and you ask them if the company has a strong ethical culture, we all know what they will say – “Of course, we do. We have a strong commitment to our Code of...more
[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
The Situation: The UK government has proposed several corporate governance reforms in an effort to improve transparency and accountability in private and public employers....more
We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments. In This Issue: - Q&A...more
You can talk all you want about the importance of “tone-at-the-top.” People use that term all the time and everyone nods their heads in agreement. But what is the “top”? Is it the CEO? Is it senior executives? Is it the...more
Although Insights is intended to cover a wide range of issues, there are a number of topics we believe will be of particular interest to directors and senior corporate executives. Below is an introduction to these topics and...more
It is easy to tie FCPA violations to corporate governance performance. Sometimes the tie is strong – sometimes a little more attenuated. The BIzJet case from last year underscored the importance of proper board...more