News & Analysis as of

Directors

Court Of Chancery Enforces Oral Agreement To Add Directors

by Morris James LLP on

Sarissa Capital Domestic Fund LP v. Innoviva Inc., C.A. 2017-0309-JRS (December 8, 2017) - This is a great explanation of when a director is authorized to enter into an oral agreement that is enforceable, here to add two...more

I Get Knocked Down, But I Get Up Again

by K&L Gates LLP on

Australia has long been known for its “have a go” attitude and it appears that this sentiment has been behind major reform in Australia’s restructuring and insolvency laws over the past year. Originally published in INSOL...more

Bill 141: New Governance Rules for Certain Quebec Companies

Directors of Quebec insurers, trust and savings companies and deposit institutions will have increased duties regarding the development and enforcement of “sound commercial practices” and “sound and prudent management...more

Court Of Chancery Determines When A Proxy Is Irrevocable And When It Has Jurisdiction To Decide Equitable Ownership In A Section...

by Morris James LLP on

Zohar II 2005-1 Limited v. FSAR Holdings Inc., C.A. No. 12946-VCS (Nov. 30, 2017) - This is an important decision for two reasons. First, it determines when a proxy is irrevocable under Delaware law. To be irrevocable...more

Fifth Circuit Affirms Dismissal of Claims Relating to Pre-Petition Payments to D&O’s

The Fifth Circuit, in In the Matter of: ATP Oil & Gas Corp. (Tow v. Bulmahn, et. al.), dismissed breach of fiduciary duty claims and fraudulent transfer claims brought by a chapter 7 trustee relating to cash bonuses and...more

Can A Corporation Be An Officer?

by Allen Matkins on

William & Mary Law Review recently published Professor Stephen Bainbridge’s article, Corporate Directors in the United Kingdom. The abstract begins withe following observation...more

Joshua Green Corporation: Nominee for Family Business Legacy Award by Seattle Business Magazine

by Davis Wright Tremaine LLP on

Congratulations to our client Joshua Green Corporation on being nominated for the 2017 Family Business Legacy Award by Seattle Business Magazine. Davis Wright has had the honor of representing the Joshua Green Corporation for...more

Delaware Courts Continue to Define Appropriate Valuation Methodologies for Statutory Appraisal

Statutory appraisal actions remain one of the most closely watched areas of Delaware corporate law, and there have been significant developments in Delaware appraisal law. Recently, the Delaware Supreme Court provided...more

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

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