The "Compass Rose" Method for Corporate Witness Interviews
The Assembly Select Committee on Permitting Reform held its first hearing on June 18, 2024, commencing its efforts to address California’s housing and climate crises by reforming the state’s land use permitting regime....more
When is a board of directors permitted to withhold information from one of its members? Although the Canadian corporate statutes generally grant directors a blanket right to inspect board and committee minutes, there is...more
On April 4, 2024, the Delaware Supreme Court issued its opinion in In re Match Group, Inc. Derivative Litigation, clarifying that the heightened entire fairness standard of review applies to judicial review of any transaction...more
When faced with potential employee organizing activity, some employers react by trying to address worker grievances through alternatives to union representation. Sometimes these approaches involve establishing an internal...more
A takeover offer from a controlling shareholder presents a challenge to boards of directors who are tasked with protecting minority shareholders, particularly where some of the directors on the board may have relationships or...more
Special committees have evolved as a key corporate governance mechanism to assist boards of directors in discharging their fiduciary duties. Applicable securities laws mandate the use of special committees in connection with...more
A Special Committee of Federal Circuit judges (consisting of Chief Judge Kimberly Moore, former Chief Judge Sharon Prost, and Judge Richard Taranto) that has been investigating for several months allegations against Judge...more
The Ministerial Committee for Legislation has recently re-approved the draft amendment to the Israeli Companies Law. The aim of this amendment is to improve the corporate governance rules applicable to companies with no...more
What You Need to Know- • A New Jersey Supreme Court Special Committee recently voted 21-5 in favor of establishing a pathway for attorneys to readmission following disbarment for the knowing misappropriation of client...more
Court of Chancery holds that conflicted transactions involving a potential controller may still be considered under the deferential business judgment rule, rather than entire fairness, if the evidence does not establish the...more
CITY HALL- City Council to Consider Reinstating Early Property Tax Payment Discount, Threatens to Withhold School District Funding Amid Asbestos Building Shutdowns- Philadelphia City Council is considering reinstating a...more
On December 28, 2022, New York Governor Kathy Hochul signed legislation amending the New York Health and Essential Rights Act (HERO Act). The HERO Act was signed into law on May 5, 2021 in response to the COVID-19 pandemic,...more
For sponsors utilizing a data monitoring committee in their trial designs to monitor for emerging safety signals, lack of effect, and/or futility of treatment, understanding data monitoring committee conflict of interest...more
On November 30, 2022, Vice Chancellor Glasscock of the Delaware Court of Chancery granted a motion to dismiss claims asserted against directors who served as members of the special committee (the “Special Committee”) of...more
The NAIC Special Committee on Race and Insurance is moving full steam ahead in 2022, with a packed agenda during the April NAIC Spring 2022 National Meeting in Kansas City....more
Looking for compliance training and networking in your area? SCCE’s Regional Compliance & Ethics Conferences offer practitioners convenient, local compliance training, including updates on the latest news in regulatory...more
Legislators were back in Raleigh this week although no bills were voted on in either chamber. Next week, lawmakers will return to the capitol to draw remedial district maps following the state Supreme Court's decision last...more
Special committees, by design, are created to address conflicts and to insulate the board of directors from liability for the very conflicts that may invite judicial scrutiny of the fairness of the board’s decision. A...more
Cont’l Investors Fund LLC v. TradingScreen, Inc., C.A. No. 10164-VCL (Del. Ch. July 23, 2021) - A holder of preferred stock often possesses redemption rights that permit the stockholder to require a company to repurchase...more
New York “HERO” Act Amendments Provide Employers with Additional Time and Guidance to Comply with Law Aimed to Reduce Spread of Airborne Infectious Diseases...more
ESG is taking the world by storm. However, while ESG may seem like a relatively new concept, the reality is that non-financial risks and opportunities, and board governance over those matters, has existed for a long time,...more
In 2014, the Delaware Supreme Court’s landmark Kahn v. M&F Worldwide Corp.1 (MFW) decision established that the deferential business judgment standard of review could apply to controlling stockholder “squeeze-out” mergers...more
The Israel Securities Authority (ISA) will soon require public companies to disclose details about independent committees tasked with overseeing transactions with controlling shareholders. The staff position, published in...more
We previously blogged about the myriad issues arising in connection with the botched announcement by Kodak of a potential $765 million loan from the federal government as part of its coronavirus response measures, as well as...more