[WEBINAR] Who Does What? Defining Proper Roles for Staff and Elected Officials
When was the last time your association board and chief executive asked each other, “How should we work together?”...more
Directors’ duties and liabilities have always been at the forefront of corporate governance. It has become a hot topic in the wake of new regulations in the field of sustainability, which directly impact directors’...more
In one of the most significant Maryland corporate law cases in several years, involving an inter-generational family contest between (a) a 28% stockholder and former director and employee (“Mekhaya”) and (b) the corporation...more
For more than thirty-five years, Delaware law, pursuant to Section 102(b)(7) of the Delaware General Corporation Act (DGCL), has allowed Delaware corporations to exculpate their directors from personal liability for damages...more
Public company executives have long engaged with their shareholders, especially during proxy season, to share business strategy and address investor concerns. In recent years, public company directors have increasingly...more
Deciding to make a change in systems, people, and processes can feel overwhelming for an organization, and actually implementing that change can be even more difficult. It’s no surprise, then, that executives often overlook...more
A company or group's financial distress causes significant turmoil for its owners, directors, managers, employees and often its suppliers and other creditors. For directors in particular, there are significant...more
Board Decision Making in a Down Cycle - The last several months have been unprecedented in terms of how quickly and drastically business environments have changed. With widespread uncertainty and financial distress...more
The COVID-19 pandemic has caused unprecedented economic disruption at virtually every level of a business, from alarming declines in demand and revenue, operational and supply chain problems , employee issues, roadblocks to...more
Fixed-wing leasing companies should consider six tips for navigating a possible restructuring precipitated by the COVID-19 crisis. About a year ago, I completed the most exhausting marathon of my life serving as the chief...more
This year companies have to report for the first time on how the directors have considered stakeholder interests and how the employee voice is reflected in the boardroom. This article examines the new reporting requirements...more
The May 2019 issue of Insights provided high-level background information about the recent trend of state legislation targeting student loan servicers. In the June 2019 issue of Insights, we took a deeper dive into New York's...more
A trustee in charge of administering a trust has many duties. A trustee appointed pursuant to a deed of trust, however, is different. The duties of a deed of trust trustee are exceptionally narrow. A recent opinion...more
In a case that has been very closely watched by the higher education community, Spencer v. Virginia State University, the Fourth Circuit Court of Appeals recently upheld the dismissal of a wage discrimination case by a female...more
On October 12, 2018, the Securities and Exchange Commission’s Division of Investment Management issued a no-action letter permitting a fund’s board of directors (“Board”) to rely upon quarterly compliance certifications...more
In a no-action letter (the Relief) issued on Oct. 12, 2018, to the Independent Directors Council, the Securities and Exchange Commission staff (the Staff) confirmed that they would not recommend enforcement if a fund’s board...more
On 11 October 2018, the FCA published a guidance consultation for FCA-authorised firms on preparing statements of responsibilities and responsibilities maps under the Senior Managers and Certification Regime (SM&CR)....more
The most effective cities often share key traits in common. Among these is a solid history and practice of clearly defined and well-understood roles for the key players on the city’s team. When staff and elected officials...more
In July, EPA released the recommendations of the Superfund Task Force. Public Employees for Environmental Responsibility filed a FOIA request, looking for documents related to the operation of the Task Force. This week, the...more
In September 2017, ICSA: The Governance Institute ("ICSA") and The Investment Association published new guidance to help company boards ensure that they consider and understand the interests of their key stakeholders when...more
On August 18, 2016, the US Securities and Exchange Commission (SEC) approved a new Financial Industry Regulatory Authority (FINRA) rule series intended as a “lite” framework for the registration and regulation of brokers that...more
Many people use a revocable trust as part of their estate plan because of its probate avoidance and privacy benefits after death. In addition, many people, whether using a will or a revocable trust, want their beneficiary to...more