Nonprofit Basics: Conflict of Interest Policies and Best Practices for Approving Insider Compensation
FCPA Compliance Report-Episode 330 Robin Bew and Henry Stoever of the NACD
FCPA Compliance and Ethics Report-Episode 119-FCPA Year in Review, Part I
On December 18, 2025, the Holding Foreign Insiders Accountable Act (the Act) was enacted as part of the 2026 National Defense Authorization Act. Effective March 18, 2026, the Act eliminates an exemption from the reporting...more
In State Comm'r of Ins. v. Chur, 2025 Nev. LEXIS 77 (Chur II), the Nevada Supreme Court found that a knowing violation of administrative regulations may constitute a knowing violation of law under NRS 78.138(7)(b)(2)....more
On December 18, 2025, President Trump signed into law the National Defense Authorization Act for Fiscal Year 2026. Section 8103 of the act, entitled the “Holding Foreign Insiders Accountable Act” (“HFIAA”), eliminates the...more
Beginning on March 18, 2026, directors and officers of foreign private issuers (“FPIs”) with equity securities registered under the Securities Exchange Act of 1934 (the “Exchange Act”) will be required to publicly file...more
The business judgment rule is a common-law principle that generally prohibits courts from questioning the propriety of actions taken by corporate directors and officers, provided those actions are taken in good faith, with...more
In Target Insurance Company Limited v Nerico Brothers Limited & Lee Cheuk Fung Jerff (2025) HKCA 1024, the Hong Kong Court of Appeal has handed down its Reasons for Judgment clarifying when a director may be made personally...more
The United States District Court for the Central District of California, applying California law, has held that an insurer was not required to cover attorneys’ fees for work performed for an insured’s special committees or...more
Hong Kong Court of Appeal orders sole director to be personally liable for causing insolvent company to pursue a hopeless winding up appeal. On 17 November 2025, the Hong Kong Court of Appeal delivered its reasons for...more
The Financial Reporting Council has revised its guidance on the UK Corporate Governance Code (Code), making it clear that the remuneration of non-executive directors in shares is appropriate, enhancing the ability of...more
On October 3, 2025, in its decision in Philips v. Belkin (UPC_CoA_534/2024, UPC_CoA_19/2025, UPC_CoA_683/2024), the Court of Appeal (CoA) of the Unified Patent Court (UPC) addressed for the first time the circumstances under...more
Corporate governance in the United Arab Emirates (“UAE”) and the Kingdom of Saudi Arabia (“KSA”) has seen significant evolution in recent years, with a stronger focus on accountability, transparency, and the enforcement of...more
From 18 November 2025, new legal requirements for UK company directors, LLP members, and people with significant control (PSCs) to verify their identity will come into effect under the UK’s Economic Crime and Corporate...more
To gain a better understanding of the challenges facing U.S. private company boards in their oversight of strategy—given the pace of change, disruption, and uncertainty—the KPMG Board Leadership Center surveyed nearly 275...more
On 18 November 2025, a requirement will come into force for individual directors of UK companies to verify their identity. This requirement will apply to individual directors of all UK companies – including directors of a...more
Directors and Officers (D&O) liability insurance is a specialised form of professional indemnity coverage designed to protect individuals in leadership roles - such as directors, supervisors, and senior executives - from...more
The Supreme Court of Delaware, applying Delaware law, has held that certain allegations in an underlying complaint did not constitute a separate “Claim” against an insured under the D&O policies at issue. Origis USA LLC v....more
FCA Proposes to Relax Disclosure Requirements for Share Buybacks - On 10 September 2025, the FCA published its quarterly consultation paper No.49, which proposed (among other things) amendments to its UK Listing Rules...more
A recent decision in an adversary proceeding in Delaware, arising from the Chapter 7 liquidation of Rosetta Genomics, Inc., serves as a cautionary tale for corporate officers and directors — especially those of parent...more
Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. ...more
Can a bar date extinguish indemnification and contribution rights against a debtor even if the underlying lawsuit is initiated post-bar date? According to a June 2024 decision by Judge Glenn in the Silicon Valley Bank Chapter...more
After decades of dominance by Delaware, there is a renewed competition for corporate charters among states. Nevada, Texas and several others are making efforts to attract companies to initially organize or reincorporate in...more
Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue we discuss...more
Most federal private securities litigation is brought under Section 10(b) of the Exchange Act and Section 11 of the Securities Act. These two provisions are responsible for most of the big-ticket securities class actions that...more
Financial distress for a company always places additional emphasis on governance—and on the duties of the directors of the company. The Australian legal system has a clear system of duties for directors—a period of financial...more
Last week, ISS launched its latest annual ‘Global Benchmark Policy Survey’ – responses are due by August 22nd. Here are the primary questions (I didn’t include the multiple-choice answers)...more