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Documentation Corporate Governance

Stevens & Lee

Spring Cleaning: Why Businesses Should Take Time Now to Review Corporate Records and Agreements

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While the “spring cleaning” that typically comes to mind involves gardening, cleaning off the golf clubs or power washing, it is also an ideal time for business owners to take inventory of their corporate records, governing...more

StoneTurn

Operationalizing the N.Y. Department of Financial Services Character and Fitness Guidance

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At the start of 2024, the New York State Department of Financial Services (“DFS”) issued an industry letter: Guidance on Assessment of the Character and Fitness of Directors, Senior Officers, and Managers (the “Guidance”),...more

Adams and Reese LLP

Failure to Follow Community Association Governing Documents Leads to Litigation in Florida

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A recent opinion out of Florida’s Third District Court of Appeal stresses the importance to read, understand, and follow community association governing documents before initiating any amendments that alter the substantive...more

Vinson & Elkins LLP

Q1 2024 Sustainable Debt Finance: Trends and Opportunities in an Area of Accelerated Growth

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While 2022 showed that the sustainable debt market is not impervious to overall economic slow-down (particularly in the capital markets), 2023 demonstrated its resiliency, even in a high-interest rate market. Notwithstanding...more

Mitratech Holdings, Inc

Internal Controls Grab the Focus in the FRC’s Changes to the UK Corporate Governance Code

Following a 16-week consultation into changes to the UK Corporate Governance Code, the Financial Reporting Council (FRC) published the 2024 UK Corporate Governance Code on the 22 January 2024. The FRC has kept changes to...more

A&O Shearman

Two Recent Cases Looking At Statutory Formalities For Signing Of Documents

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Two recent English cases illustrate a strict and a more flexible approach by the courts when considering whether the signing of a legal document has complied with, or is rendered ineffective by non-compliance with, prescribed...more

Bradley Arant Boult Cummings LLP

Driving Between the Lines: As a Private Company Majority Owner, What Are the Rules for Dealing with Minority Business Partners

The one who has the gold often makes all the rules, but the majority owner of a private company who has minority partners in the business does not have complete freedom, because majority owners owe duties that apply to their...more

StoneTurn

Leveraging Integrity Monitors to Safeguard Corporate Resources

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Corporate entities have significant responsibilities in managing and allocating resources effectively. The need to ensure proper use of funds for critical development and construction projects, as well as other large-scale...more

StoneTurn

ESG is a Four Act Play and Intermission is About to End

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As socially responsible investing has gone mainstream, regulators in Europe and the United States have stepped in and are now formalizing rules around disclosures pertaining to Environment, Social and Governance (“ESG”)...more

J.S. Held

Essential Steps for Protecting Your Company in a Fraud Investigation

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Fraud is a pervasive issue that affects businesses, organizations, and individuals across various industries. Often, an organization is surprised to find itself a victim of fraud, especially when the perpetrator is a trusted...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Fall 2022

The proliferation of U.S. sanctions and other regulations affecting cross-border transactions has implications for directors, who may be personally liable for violations in some cases. Meanwhile, the Securities and Exchange...more

McDermott Will & Emery

NAIC Continues to Refine Multiyear Work Plan to Expand Scrutiny of Holding Company Act Filings

In our report published on April 26, 2022, we discussed the New York Department of Financial Services’ (NYDFS) Circular Letter No. 5 in which it reminded the industry that acquiring less than 10% of an insurer’s voting...more

Society of Corporate Compliance and Ethics...

What makes a vendor management program ESG-compliant?

CEP Magazine – April 2022 - As the entire industry is facing the shift to a more formalized reporting system for environmental, social, and governance (ESG) programs, the most important components of the programs can no...more

Bradley Arant Boult Cummings LLP

The Minority Shareholder’s Arrows Are Still Sharp in the Quiver: Claims Available to Oppressed Minority Shareholders under Texas...

The seven-year anniversary of the Texas Supreme Court’s decision in Ritchie v. Rupee has come and gone, and the court’s holding from 2014 remains the law: Minority shareholders in Texas private companies do not have a cause...more

Flaster Greenberg PC

What Businesses Need to Know about Piercing the Veil

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If you are one of the fortunate business owners to have survived the pandemic and the historic economic downturn that it created, you are probably just happy to have come this far. Often business owners will tell me that they...more

ArentFox Schiff

Overlooked Issues for LIBOR Transition: Board Governance and Disclosure Requirements

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The focus on quantifying LIBOR exposure and related disclosure requirements may be a ‘red herring.’ The real issues are (i) whether the LIBOR transition is merely an excuse to change the effective interest rates of financial...more

NAVEX

How Compliance Should Work With Business Operations: The First Line of Defense

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Compliance officers often struggle to develop the right working relationship between themselves and executives in the business operations — executives who, as best practices have told us for years, are supposed to “own the...more

Skadden, Arps, Slate, Meagher & Flom LLP

COVID-19: How To Prepare for Potential Future Disputes

Pandemic-Related Uncertainty Means Business Decisions Will Be Highly Scrutinized - As the COVID-19 pandemic continues to develop, guiding a business through this time of immense crisis means making decisions that gravely...more

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