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Corporate Governance

Shearman & Sterling LLP

Governance & Securities Law Focus: Europe Edition - July 2018

by Shearman & Sterling LLP on

In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. Please see full Newsletter below for more...more

Shearman & Sterling LLP

Financial Regulatory Developments Focus - July 2018 #3

by Shearman & Sterling LLP on

In this week's newsletter, we provide a snapshot of the principal U.S., European and global financial regulatory developments of interest to banks, investment firms, broker-dealers, market infrastructure providers, asset...more

Mitratech Holdings, Inc

What’s in the New 2018 UK Corporate Governance Code?

by Mitratech Holdings, Inc on

The Financial Reporting Council (FRC) has revised and released the 2018 UK Corporate Governance Code which is set to take effect starting January 1, 2019. This revision is shorter and sharper than the current Code, with fewer...more

Perkins Coie

A New Virtual (Meeting) Reality for Washington Corporations

by Perkins Coie on

Amendments to the Washington Business Corporation Act (WBCA) that allow Washington corporations to hold “virtual” shareholder meetings became effective in June 2018. Prior to these amendments, Washington corporations could...more

McDermott Will & Emery

Corporate Law & Governance Update - July 2018

by McDermott Will & Emery on

Mission Drift - The nonprofit corporate law implications of a business model that evolves from its primary charitable purposes are demonstrated in a recent, highly publicized state attorney general enforcement action...more

Mitratech Holdings, Inc

Work Smarter Not Bigger - The Motto of Modern Compliance Teams

by Mitratech Holdings, Inc on

Thanks to the 2008 financial crisis, the compliance industry experienced a significant boomtown phase for years. For a while, the compliance functions at various companies expanded at a rapid rate. ...more

Allen Matkins

By Adding Commas, Did The Legislature Expand Shareholder Inspection Rights?

by Allen Matkins on

Section 1601(a) of the California Corporations Code currently subjects to shareholder inspection the "accounting books and records and minutes of proceedings of the shareholders and the board and committees of the board"....more

Smith Anderson

Changes to the North Carolina Business Corporation Act Affecting Boards of Directors and Officers

by Smith Anderson on

The North Carolina General Assembly recently approved a number of significant changes to the North Carolina Business Corporation Act (“NCBCA”), which the governor signed into law and which will take effect on October 1, 2018...more

Allen Matkins

A Not So Fabulous Fable (Part II)

by Allen Matkins on

Yesterday's post told of Dick Plantagenet's "winter of discontent" when learned of Henry Tudor's demand to inspect the books, records, and minutes of his small Delaware corporation, Cwmni Cyfyngedig, Inc. ("CCL"). Henry...more

Allen Matkins

A Not So Fabulous Fable Of Shareholder Inspection

by Allen Matkins on

This not so fabulous fable is about a small Nevada corporation, Cwmni Cyfyngedig, Inc. ("CCL"). It is set in the not too distant future....more

Thomas Fox

How Human Resources Is Critical In a Best Practices Compliance Program - Q&A with Tom Fox

by Thomas Fox on

One sign of a mature compliance and ethics program is the extent to which a company's HR Department is involved....more

Allen Matkins

Legislature And Governor Provide Another Reason For Foreign Corporations To Avoid California

by Allen Matkins on

Two years ago, I wrote about Justice Mark B. Simons' opinion in Innes v. Diablo Controls, 248 Cal. App. 4th 139 (2016) that California's shareholder inspection statute does not required the records be brought to this state...more

Locke Lord LLP

A Guide to AIM: The Junior Market of the London Stock Exchange

by Locke Lord LLP on

AIM is the junior market of the London Stock Exchange, and has become a leading market for companies all over the world to raise funds for growth and development. The number of companies trading on AIM as of December 2015 was...more

Allen Matkins

Why You Might Want To Aim Higher When Seeking Equity Plan Approval

by Allen Matkins on

Yesterday's post highlighted one company's confusion about the vote required for shareholder approval of an equity compensation plan under the California General Corporation Law. Because the GCL does not impose a specific...more

Hogan Lovells

Corporate News - July 2018

by Hogan Lovells on

A monthly newsletter covering topics of interest in the field of UK corporate law including mergers and acquisitions, listed companies, equity capital markets, corporate governance and general company law. ...more

White & Case LLP

SEC Insider Trading Charges Against Equifax Insider Highlight Need for Proper Policies and Procedures Related to Cybersecurity and...

by White & Case LLP on

On June 28, 2018, the Securities and Exchange Commission ("SEC") charged Sudhakar Reddy Bonthu, a former software engineering manager at Equifax, with insider trading, alleging1 that Bonthu traded on confidential information...more

Nutter McClennen & Fish LLP

Corporation Does not Owe Fiduciary Duty to Shareholders

by Nutter McClennen & Fish LLP on

“Under Massachusetts law,” Judge Salinger observed in Stone v. Remillard, “a corporation does not owe a fiduciary duty to its shareholders.” In support of that blackletter law, Judge Salinger cited to footnote three of Merola...more

Allen Matkins

What, If Anything, Is The Matter With This Statement?

by Allen Matkins on

I came across a recent preliminary proxy filing that described the vote required for approval of a new equity compensation plan as "the affirmative vote of a majority of the shares of common stock present and voting on the...more

Shearman & Sterling LLP

Shearman & Sterling’s Recent Trends and Patterns in the Enforcement of the Foreign Corrupt Practices Act (FCPA) / FCPA Digest

by Shearman & Sterling LLP on

Shearman & Sterling’s bi-annual Trends & Patterns in FCPA Enforcement report provides insightful analysis of recent enforcement trends and patterns in the US, the UK and elsewhere, as well as helpful guidance on emerging best...more

Winstead PC

SEC Adopts Amendments to XBRL Requirements

by Winstead PC on

On June 28, 2018, the Securities and Exchange Commission (SEC) adopted amendments to existing eXtensible Business Reporting Language (XBRL) requirements. The amendments are part of the SEC’s disclosure modernization...more

Orrick, Herrington & Sutcliffe LLP

Amendments to Smaller Reporting Company Definition

On June 28, 2018, the Securities and Exchange Commission ("SEC") adopted amendments to the definition of "smaller reporting company" to expand the number of public companies that are eligible to provide scaled disclosure and...more

Hogan Lovells

Italy: IVASS reviews rules on corporate governance system and outsourcing

by Hogan Lovells on

IVASS published on 5 June Regulation no. 38 concerning provisions on the corporate governance system (the “Regulation“) implementing EIOPA Guidelines pursuant to Solvency II Directive....more

Cooley LLP

Blog: Groups take aim—from opposite directions—at shareholder proposals

by Cooley LLP on

New groups have recently been formed to take aim at the shareholder proposal process—its use by proponents and its implementation by Corp Fin—from both the right and the left ends of the political spectrum. In one case, the...more

Richard Bistrong,  Anti-Bribery Consultant &...

For compliance, questions have more power than demands

How do compliance officers get to know what they don’t know, especially in places where values are challenged, where local practices conflict with the rules, and where the line between what’s a permissible activity and what’s...more

Thomas Fox

Monitoring in Healthcare: Best Practices for Corporate Compliance

by Thomas Fox on

This week, I am running a special five-part podcast series, Monitoring in Healthcare. In it, I take a deep dive into healthcare monitoring and how the pro-active use of a healthcare monitor can positively impact all...more

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JD Supra Privacy Policy

Updated: May 25, 2018:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at www.jdsupra.com) (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

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Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

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You can make a request to exercise any of these rights by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
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California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to privacy@jdsupra.com. We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to privacy@jdsupra.com.

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at: privacy@jdsupra.com.

JD Supra Cookie Guide

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How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

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There are different types of cookies and other technologies used our Website, notably:

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JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

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Controlling and Deleting Cookies

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Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

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