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Shareholders Risk Management Fiduciary Duty

Davies Ward Phillips & Vineberg LLP

Governance Insights: Dual Fiduciaries – A Cautionary Tale for Nominee Directors

The latest edition of Davies’ Governance Insights is now available. In this issue, we review the Manti Holdings decision from Delaware. For boards, nominees and nominating shareholders, the decision is a reminder of the...more

Jones Day

Delaware Restores Balance and Provides Greater Certainty for Fiduciaries and Stockholders Alike

Jones Day on

On March 25, 2025, Delaware enacted amendments to the Delaware General Corporation Law ("DGCL") that provide much-needed clarity, promote predictability for the benefit of stockholders and fiduciaries alike, and appropriately...more

Frost Brown Todd

Legislature Takes Steps to Ensure Texas Remains the Most Business-Friendly State in the Union

Frost Brown Todd on

On February 27, 2025, Senator Bryan Hughes (R-Tyler) filed Senate Bill 29 (S.B. 29), proposing several corporate reforms designed to ensure that Texas remains the premier business-friendly jurisdiction in the nation. If...more

Skadden, Arps, Slate, Meagher & Flom LLP

How Best To Measure Your Board’s Effectiveness: FAQs

Key Points - - Board self-assessment processes aimed at improving board performance, composition, culture and processes are common but vary widely in how they are conducted and who is assessed. - Most S&P 500 companies...more

Cozen O'Connor

Republican AGs Warn Financial Institutions that DEI and ESG Policies May Risk Enforcement Action

Cozen O'Connor on

A group of 11 Republican AGs announced that they have sent letters to multiple financial institutions (collectively, “Financial Institutions”) warning that the companies’ diversity, equity, and inclusion (DEI) and...more

Perkins Coie

BlackRock’s US Proxy Voting Guidelines Updates

Perkins Coie on

BlackRock recently published its updated “Proxy Voting Guidelines for Benchmark Policies - U.S. Securities” for the 2025 proxy season, along with its 2025 “Global Principles for Benchmark Policies” and “Engagement Priorities...more

White & Case LLP

In Re Boeing Decision Underscores Need for Risk-Based Corporate Governance by Directors

White & Case LLP on

Following enforcement actions imposing corporate criminal or civil liability, shareholders often bring derivative actions seeking to hold directors liable for related compliance failures by alleging they breached their...more

Bennett Jones LLP

COVID-19 Considerations for Directors

Bennett Jones LLP on

On March 11, 2020, the World Health Organization officially declared COVID-19 a pandemic. The ramifications of COVID-19 are being experienced worldwide, with President Trump suspending all travel from Europe, and even the NBA...more

Gray Reed

Can your Company be Protected from the Risk of an “Unfit to Work” Partner?

Gray Reed on

The President of First Bank of Buxboro Ernest “Big Daddy” Bux is growing older, and he’s showing it. Despite tightening bank regulations on lending and credit documentation, Big Daddy seems to be getting even more lax....more

Skadden, Arps, Slate, Meagher & Flom LLP

"Insights Focus: Key Observations for Directors and Senior Executives"

Although Insights is intended to cover a wide range of issues, there are a number of topics we believe will be of particular interest to directors and senior corporate executives. Below is an introduction to these topics and...more

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