Navigating ESG: Preparing for Future Regulations (Part Two) — Regulatory Oversight Podcast
Implications of the SEC Cybersecurity Disclosure Rule
Why Time Matters: Partners Lindsay Gerdes and Michael J. Bronson on Swift Action in Government Investigations
Nonprofit Quick Tip: State Filings in Colorado and Wyoming
REFRESH Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation
REFRESH Nonprofit Basics: Designators, Members, Directors, Officers - The Who’s Who of Nonprofit Governance
Navigating ESG: The Growing Importance and Compliance Challenges (Part One) — Regulatory Oversight Podcast
“Monsters, Inc.” y el buen gobierno corporativo
Navigating the Regulation Jungle: How to Be Compliant, Work Efficiently, and Stay Sane
Episode 332 -- Deep Dive into SEC’s Internal Controls and Cybersecurity Settlement with R&R Donnelly
Digital Planning Podcast Episode: Estate Planning and the Corporate Transparency Act
Episode 331- NAVEX State of Risk and Compliance Programs
What the Board Should Be Asking About the Compliance Program
Market Leaders Podcast Episode 94: Exploring the Perils of Optics-Driven DEI Initiatives with Guest Mira Dewji
Managing Social Media Risk
Compliance Lessons from Dating in Your 50s
How Tax Works - Entity Selection
The AI Shakeup: New Tech Innovations and the Future of Corporate Law
AGG Talks: Cross-Border Business Podcast - Episode 16: The Political and Legal Maze of ESG in the U.S. and Abroad
Episode 327 -- Another Look at the Importance of Corporate Culture
It is well understood that directors of Delaware corporations are subject to the fiduciary duties of care and loyalty. In general, the duty of care requires directors to base their decisions on all material information...more
An often overlooked and critical function of operating a successful business is sound corporate governance. But what is corporate governance? Generally stated, corporate governance encompasses the rules, mechanisms and...more
For more than thirty-five years, Delaware law, pursuant to Section 102(b)(7) of the Delaware General Corporation Act (DGCL), has allowed Delaware corporations to exculpate their directors from personal liability for damages...more
On 7 July 2023, the Eastern Caribbean Court of Appeal handed down judgment in BVIHCMAP 2021/0034 Lau Man Sang, James and Others v. King Bun Limited and Others. Conyers represented the successful Respondents before the Court...more
States are beginning to extend exculpation protections to corporate officers that were previously afforded only to directors. Depending on where your corporation is chartered, you may soon be considering the opportunity to...more
Key Points - In light of current economic uncertainty, directors, officers and other fiduciaries should stay abreast of material information, even absent a specific actionable transaction. An analysis of audits of financial...more
A corporation operates through its board of directors. All corporate powers must be exercised by or under the direction of the board. In Texas, the Texas Business Organizations Code (TBOC) provides certain provisions...more
In this week’s episode, Andrea Cunha outlines some of the key considerations directors and officers should assess when their company is approaching insolvency, including how to evaluate financial distress of the company, the...more
More than a decade ago in the seminal case Gantler v. Stephens, the Delaware Supreme Court clarified that officers of Delaware corporations owe the same fiduciary duties of care and loyalty that directors owe to the...more
Artificial intelligence (AI) is increasingly transforming business processes and strategies across industry sectors. Companies are figuring out how to take advantage of AI, focusing primarily on customers' needs and...more
As COVID-19 cases spike in many jurisdictions throughout the Southeast, corporations are forced to quickly adapt to an ever-changing environment. Despite the need to act quickly, corporate boards must remain mindful of, and...more
As the coronavirus (COVID-19) pandemic disrupts everyday life throughout the world, boards of directors of corporations working around the clock to understand, address, and mitigate its effects on business operations must...more
It is well known that directors and officers of corporations (and managers of limited liability companies) owe fiduciary duties to their organizations and their shareholders (or members). These fiduciary obligations are...more
Boards of directors have a duty to exercise oversight and to monitor the company’s operational viability, legal compliance and financial performance during this COVID-19 pandemic. In Marchand v. Barnhill, the Delaware Supreme...more
Directors and officers of corporations owe a duty of care and a duty of loyalty to both the corporation and its shareholders, although the duty of care for directors can be exculpated. A breach of these fiduciary duties can...more
Like fish need water in which to swim, private company owners need to secure capital on an almost continuous basis. Capital is necessary to develop the company’s products and services, to retain top talent and to market and...more
In today’s climate, boards are under increased scrutiny and governance continues to be a key compliance function. As a result, sound governance practices are an important focus for organizations....more
Several recent decisions applying Delaware law offer helpful insight about the impact that activist investor involvement has on board decision-making leading to a transaction and how those decisions will be reviewed by the...more
On November 8, the Delaware Chancery Court denied a motion to dismiss a derivative action brought by a shareholder of Healthways, Inc. against the company’s president, Ben Leedle, Jr., and the board of directors for approving...more