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Independent Director

Cooley LLP

Nasdaq proposes rule changes related to phase-ins and cure periods

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Nasdaq has proposed to modify some of its corporate governance rules—specifically Rules 5605, 5615 and 5810—to modify the phase-in schedules for the independent director and committee requirements in connection with IPOs,...more

Lowenstein Sandler LLP

Corporate Governance Takeaways Following Rescission of Elon Musk’s $55.8 Billion Equity Compensation Package

“Was the richest person in the world overpaid?” That’s how the Delaware Court of Chancery (the Court) began the 200-page opinion in Tornetta v. Musk to rescind Elon Musk’s entire $55.8 billion 10-year equity compensation...more

Fishman Haygood LLP

How to Ask the Tough Questions in the Boardroom: 9 Tips for Directors

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Public company directors are under more pressure than ever to oversee enterprise risk, even risk from day-to-day operations, which is normally addressed by management. Egregious failures of upper management to react to red...more

Morgan Lewis

SGX RegCo Proposes Independent Director Tenure Limits, Director and CEO Pay Disclosure

Morgan Lewis on

The Singapore Exchange Regulation (SGX RegCo) published a public consultation paper proposing to amend the Listing Rules to impose a hard nine-year limit on the tenure of independent directors, removing the current two-tier...more

Woodruff Sawyer

Outside Director Communications: Maximizing the Potential to Protect Attorney-Client Privilege

Woodruff Sawyer on

Email communications can be a trap for unwary independent directors. The December 2020 In re WeWork Litigation decision illustrates the point, as discussed in this earlier blog. Specifically, directors who often use corporate...more

Cooley LLP

Faux board gatekeepers: are independent board leaders just window dressing?

Cooley LLP on

Are corporate boards awash in faux gatekeepers? This article, Board Gatekeepers, from a law professor at the University of Wisconsin, begins with a catalogue of infamous board failures to act as effective monitors of company...more

Goodwin

Delaware Chancery Court Reemphasizes Importance of Properly Handling Board Conflicts in Ruling for Elon Musk in SolarCity Case

Goodwin on

On April 28, 2022, Vice Chancellor Slights of the Delaware Chancery Court issued a verdict for the defense in In re Tesla Motors, Inc. Stockholder Litigation, a long-running derivative lawsuit challenging the 2016 acquisition...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board 2021-2022

Directors must cope with constantly shifting challenges. To help boards navigate these, Skadden launched The Informed Board, a periodic collection of concise articles that provide broad insights about key issues directors...more

Skadden, Arps, Slate, Meagher & Flom LLP

What Exactly Is an Independent Director? (Hint: It’s More Complicated Than You Think)

Takeaways - Independence is neither a fixed condition nor a universal status for all purposes. Events and relationships can disqualify an otherwise independent director from participating in decisions.. No matter how pure a...more

Faegre Drinker Biddle & Reath LLP

The Corporate Guide: Keeping Board Actions Conflict-Free

Why is director independence important? A court’s conclusion of whether the majority of a company’s board is independent could affect...more

Holland & Knight LLP

Independent Directors on Family Business Boards

Holland & Knight LLP on

...Legal Circumstances in Which Independence Is Important - The "business-judgment rule" is a presumption that in making business decisions the directors or managers acted or chose not to act on an informed basis, in good...more

Morris James LLP

Chancery Finds No Transaction-Specific Control Where Plaintiffs Failed to Allege that a Majority of the Members of a Special...

Morris James LLP on

In re GGP Inc. Stockholder Litig., C.A. No. 2018-0267-JRS (Del. Ch. May 25, 2021). Under MFW and its progeny, if there is a conflicted controlling stockholder, then in order to receive the benefits of the business...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - December 2020

This issue covers important, developing areas of Delaware corporation law and deal litigation, including an increased focus on officer-related actions in merger litigation, the treatment of Caremark claims after Marchand and...more

Goodwin

ISS 2021 Policy Updates On Federal Forum And Exclusive State Law Forum Provisions, Board Diversity And Other Matters

Goodwin on

Institutional Shareholder Services (“ISS”) published its proxy voting guidelines updates for 2021 (“Policy Updates”) on November 12, 2020. The changes that are likely to be of most interest to companies include new and...more

Morgan Lewis

SEC Proposes New Regulation of Fund Valuation

Morgan Lewis on

Under the proposal issued April 21, the SEC would substantially revise the regulation of fund valuation for the first time in 50 years and rescind much of the current guidance. ...more

Vedder Price

Board Oversight in the Age of COVID-19: Part Two

Vedder Price on

This is Part Two of a weekly series detailing approaches that Independent Board Members are utilizing to address coronavirus-related matters and highlighting emerging issues... We are now a few weeks into self-isolation...more

Troutman Pepper

Ab Initio 2.0: Even Without a Controller, Special Committees Must Be Formed Before Economic Negotiations Begin

Troutman Pepper on

On February 27, the Delaware Court of Chancery issued important guidance to boards of directors seeking to utilize special committees of disinterested and independent directors to insulate themselves from fiduciary liability...more

Robins Kaplan LLP

Financial Daily Dose 2.25.2020 | Top Story: Markets Plummet as Fears of Coronavirus Epidemic Spread to Europe

Robins Kaplan LLP on

Wall Street apparently got together and decided that Monday was the day to start paying attention to the coronavirus for real. In the form of a massive selloff that left the Dow off more than 1000 points for its worst finish...more

Skadden, Arps, Slate, Meagher & Flom LLP

Key Developments in Delaware Corporation Law

Consistent with trends in recent years, in 2019 Delaware corporation law largely was shaped by post-closing suits for money damages against directors who had approved mergers and acquisitions. Two Delaware Supreme Court...more

Allen Matkins

Is California Threatening Director Independence?

Allen Matkins on

Publicly traded companies need to know whether a director qualifies as "independent" for a variety of reasons. Item 407 of Regulation S-K, for example, requires issuers to identify each director that is independent. In...more

King & Spalding

Proxy Advisory Firms Issue Voting Policy Updates for 2020 Proxy Season

King & Spalding on

Proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”) have issued updated proxy voting guidelines for the upcoming 2020 proxy season. Notable policy updates issued by one or...more

Dorsey & Whitney LLP

SEC Publishes Risk Alert with Observations from Examinations of Mutual Funds, Money Market Funds, and Target Date Funds

Dorsey & Whitney LLP on

On November 7, 2019, the SEC’s Office of Compliance Inspections and Examinations (OCIE) published a Risk Alert highlighting the most often cited deficiencies and weaknesses observed in recent examinations of registered...more

Pillsbury Winthrop Shaw Pittman LLP

Developments Highlight Secondary Liability Risks for Private Funds

DOJ settlement signals need for enhanced False Claims Act scrutiny. Private funds continue to face heightened secondary liability risks arising from their portfolio investments....more

Downs Rachlin Martin PLLC

Captive Insurance Update | Fall Edition | 2019 - A summary of the most recent state and federal developments in the captive...

There were no significant changes in Vermont’s leadership team during the last election cycle.  Governor Phil Scott, a Republican, was re-elected in November 2018 for another two-year term. Michael Pieciak, the Commissioner...more

Stinson - Corporate & Securities Law Blog

Changes to D&O Questionnaires for 2020 Proxy Season

We have identified only a few possible changes to date for D&O questionnaires for the 2020 proxy season. New rules adopted to implement the FAST Act clarify that registrants may, but are not required to, rely only on...more

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