News & Analysis as of

Directors

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

Never a Dull Moment in Employment Law: Whistleblowing and More

by Dechert LLP on

The Supreme Court’s recent decision quashing the Employment Tribunal fee regime is not the only recent employment law news of which UK employers need to be aware. This OnPoint summarises some other recent developments....more

Time to Elevate Insurance Provisions That Allocate Loss: Enhancing Coverage Under Executive Risk Liability Policies

by King & Spalding on

One of the primary functions of an executive risk liability policy, such as a directors and officers (“D&O”) liability policy, is to protect companies from the risk of covering costs incurred in the defense of its corporate...more

2017 Summer review: M&A legal and market developments

by White & Case LLP on

We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more

Company Director Becomes First Ever Convicted Under Hong Kong Privacy Law For Failing To Respond To Investigation Summons

by King & Spalding on

The director of a Hong Kong employment agency was convicted of a criminal offense arising under Hong Kong’s Personal Data (Privacy) Ordinance (“PDPO”) on June 30, 2017. The director pleaded guilty before the Kowloon City...more

Exercise of share options and board discretion

by Allen & Overy LLP on

There was an implied duty on the directors of a company not to act unreasonably, arbitrarily or capriciously when deciding whether to give their consent to shares being bought under an option agreement. The decision is a good...more

Restructuring and Insolvency Bulletin Issue 1 - 2017: United States: D&O Insurance Policies – a cautionary tale: the Peril of...

by Dechert LLP on

Directors and officers (D&Os) of troubled companies should be highly sensitive to D&O insurance policies with Prior Act Exclusion. While policies with such exclusion may be cheaper, a recent decision by the U.S. Court of...more

English Court Rejects Jersey Company Directors' Limitation Defence

by Sedgwick LLP on

Although the Jersey Courts have never ruled definitively on the limitation period applicable under Jersey law to claims against directors and officers of Jersey companies, the English High Court has recently held in the case...more

Plan Early to Avoid Failing the Directors 75% Meeting Attendance Test

Securities counsel typically works hand-in-glove with a public company’s corporate secretary throughout a typical year, with their collaboration intensifying when planning the annual shareholders’ meeting and related year-end...more

Exculpatory Provisions Under Delaware Law: Say What You Mean And Mean What You Say

Exculpation provisions in operating agreements must be carefully crafted in order to protect members, managers, directors and officers for breaches of fiduciary duties...more

Officers and Directors of Corporations Can Breathe a Little Easier - Good Faith Presumption is Now Law in Georgia

by Miller & Martin PLLC on

In response to FDIC v. Loudermilk, 295 Ga. 579 (2014), the Georgia Legislature enacted and Governor Deal signed into law HB192, which went into effect on July 1, 2017. The law is designed to protect decisions made by officers...more

Court Of Chancery Explains When Entire Fairness Applies To Option Grants And Voting Agreements

by Morris James LLP on

While directors have the right to issue options, when the grant is to themselves and there are specific facts suggesting unfairness, those directors will have the burden of proving the grants were entirely fair in a...more

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