News & Analysis as of

Directors

Will CFPB Director Richard Cordray's Resignation Usher in a New Era of Financial Services Regulation?

by Clark Hill PLC on

On Wednesday, November 15, 2017, Richard Cordray, the confirmed Director of the Consumer Financial Protection Bureau ("CFPB" or "Bureau") as of July 16, 2013, revealed that he will leave that position by the end of the month....more

Cordray to Resign as CFPB Director

by BakerHostetler on

In an email to CFPB staff on Wednesday, Director Richard Cordray announced that he will resign by the end of November. Although it is rumored that Director Cordray will run for governor of Ohio, he did not specify his future...more

CFPB Director Richard Cordray Resigning

by Hinshaw & Culbertson LLP on

In news that is still breaking, the first and only Consumer Financial Protection Bureau director, Richard Cordray, has announced he will be resigning at the end of this month....more

Are Directors Independent? It Depends: CSA Revisiting Regime

The Canadian Securities Administrators (CSA) have released CSA Consultation Paper 52-404 – Approach to Director and Audit Committee Member Independence (Consultation Paper) and are inviting comments on the current approach to...more

Alert: Updates to ISS Governance QualityScore and Special Data Verification Period Opening November 13, 2017

by Cooley LLP on

What is QualityScore? Institutional Shareholder Services (ISS) rates corporate governance quality and risk for companies in 30 markets, including constituents of the U.S. Russell 3000, through a product called...more

Corporate Law & Governance Update - November 2017

by McDermott Will & Emery on

Planning for a "Soft" Yates Repeal - Forthcoming changes to the Department of Justice’s “Yates Memorandum” offer unanticipated legal compliance consequences for health systems that merit proactive consideration by the...more

Blog: NACD report on “Culture as a Corporate Asset” couldn’t be more timely

by Cooley LLP on

Recently, corporate cultures—or, more particularly, serious lapses in same—have emerged as flashpoints at many businesses and even entire industries, often with significant negative press coverage and severe economic...more

Mapping responsibility: HKMA extends focus on management and its accountability

by Allen & Overy LLP on

On the day the transition period for the implementation of the Securities and Futures Commission’s (SFC) Manager-in-Charge regime (MIC Regime) for licensed corporations ended, the Hong Kong Monetary Authority (HKMA) announced...more

Blog: PwC’s 2017 Annual Corporate Directors Survey shows directors “clearly out of step” with institutional investors on social...

by Cooley LLP on

In its Annual Corporate Directors Survey for 2017, PwC surveyed 886 directors of public companies and concluded that there is a “real divide” between directors and institutional investors (which own 70% of U.S. public...more

Am I My Director’s Keeper?

by Gray Reed & McGraw on

Board of directors member Y.I. Gnough, who is also president of Algae Company, is in a pickle. Although denying any knowledge of sexual harassment and misconduct by the company founder and deal-maker Iam Algae, three co-board...more

Surviving the Storm

by K&L Gates LLP on

The government has introduced major law reforms to Australia's insolvency laws which will come into effect next year. With news of established local and international fashion brands facing financial difficulty and entering...more

SEC Proposes Amendments to Modernize and Simplify Disclosure Requirements in Regulation S-K

by White & Case LLP on

On October 11, 2017, the Securities and Exchange Commission (the "SEC") proposed technical amendments to modernize and simplify certain public company disclosure requirements in Regulation S-K and related rules and forms (the...more

Court Of Chancery Decides It Will Determine Stock Validity In A Section 225 Case

by Morris James LLP on

Southpaw Credit Opportunity Master Fund L.P. v. Roma Restaurant Holdings Inc., C.A. No. 2017-0059-TMR (Oct. 13, 2017)- In a contest over who has been elected to a board of directors under Section 225 of the DGCL, it is...more

Delaware Court Of Chancery Finds Demand Futility As To Fiduciary Duty Breach Claims Arising From Costly Loan Approved By...

by Shearman & Sterling LLP on

On September 29, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery granted in part and denied in part a motion to dismiss derivative claims for breach of fiduciary duty against the board of foreign...more

Nevada Now Requiring Director Names Upon Incorporation

by Allen Matkins on

Until this month, incorporators of Nevada corporations to file an initial list of its officers and directors on or before the last day of the first month after filing the initial articles of incorporation (unless the...more

Alleged Illegal Strategy Disclosed in 10-K Excuses Demand in Suit against Directors

The Delaware Court of Chancery decision in Kandell v. Niv is based on highly unusual facts but aids in the understanding of some basic elements of the fiduciary duties of directors under Delaware law. In that case FXCM,...more

New CFTC Director of Enforcement Incentivizes Self-Reporting, Counts on “Buy-in” From Market Participants

by King & Spalding on

In prepared remarks at New York University’s School of Law on September 25, 2017, the newly minted Director of Enforcement at the U.S. Commodity Futures Trading Commission passionately outlined the contours of the CFTC’s new...more

Future Proofing Boards of Directors for Family Businesses

by Davis Wright Tremaine LLP on

Michael Eisner, former CEO of Walt Disney, said it best that “management is not a science, it is an art.” But, not all art stands the test of time—and the composition of the board, and the way the directors manage a family...more

From the Server Room to the Board Room: D&O and Cybersecurity Emerging Trends

by Reed Smith on

With breaches of nearly 150 million Americans’ personal information flooding the news the last few weeks, followed by the filing of more than 50 class action lawsuits to date, and the announcement of an FTC investigation,...more

Directors’ liability D&O: Entering uncharted territory

by Allen & Overy LLP on

Welcome to this the fifth edition in our series of surveys on directors’ liabilities, brought to you by the international law firm Allen & Overy LLP and the global advisory broking and solutions company Willis Towers Watson....more

SFC Obtains Disqualification and Court Orders Against Hanergy’s Former Chairman and Current Directors

by Latham & Watkins LLP on

The Court of First Instance’s decision has important implications for directors of listed companies when failing to act in the best interests of the company. Background - On July 15, 2015, the Securities and Futures...more

A Conversation with the Division Director

At the September 15, 2017 meeting of the American Bar Association, the Director of the Division of the SEC’s Corporation Finance provided some comments regarding the Division’s work and priorities. Mr. Hinman reiterated the...more

Federal Reserve Board Announces Proposed Changes to Bank Board Expectations

by Dechert LLP on

The Board of Governors of the Federal Reserve (FRB) on August 3, 2017 issued a notice inviting comment regarding Proposed Guidance on Supervisory Expectations for Boards of Directors (Proposal). The Proposal applies to boards...more

Indemnities and insurance for directors and employees

by DLA Piper on

Company directors and employees must be aware of their rights and the requirements that relate to companies indemnifying, and providing insurance for their actions as directors or employees. Simple misunderstandings of the...more

“Lead Independent Director” Or “Presiding Director”?

by Allen Matkins on

Neither California nor Nevada require that a corporation have either a “lead independent director” or “presiding director” and yet many corporations state that they have such a position. Why?...more

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Cybersecurity

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