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Corporate Executives Board of Directors

Bass, Berry & Sims PLC

SEC Charges Former Public Company Director and CEO with Concealing Close Friendship with Company Executive

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As most public companies enter their fourth fiscal quarter and look ahead to filing their Form 10-Ks and proxy statements, a recent settlement agreement announced by the Securities and Exchange Commission (the SEC) serves as...more

Allen Matkins

Has Your Corporation Unwittingly Agreed To Indemnify Its "Executives"?

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The "usual suspects" when looking for director and officer indemnification requirements are...more

Balch & Bingham LLP

Great Leaders Establish Great Succession Plans

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The future success of your organization depends upon your ability to plan and implement a succession plan. Succession planning, first recognized by Henri Fayol in the early 1900s, continues to be a necessity for any...more

Allen Matkins

Can Shareholders Elect Corporate Officers?

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The classic model of corporate governance is that the board of directors appoints and removes the principal corporate officers.  This is consistent with the general principle that the business and affairs of a corporation...more

Thomas Fox - Compliance Evangelist

Enterprise Risk Assessment: Essential Strategies for Compliance Professionals

An Enterprise Risk Assessment is fundamental to managing an organization’s strategic and operational landscapes. For compliance professionals, navigating the intricate world of risk can be particularly complex yet crucial. It...more

Health Care Compliance Association (HCCA)

[Webinar] How to Implement the OIG's Latest General Compliance Program Guidance (GCPG) - June 4th, 12:00 pm - 1:30 pm CT

Learning Objectives: - Understand how to use the GCPG to drive change and elevate your compliance program to the next level - Identify the best tools to help accomplish this (including regulatory intake,...more

J.S. Held

INDEPTH FEATURE: Corporate Fraud & Corruption 2024

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To what extent are boards and senior executives in your country of focus taking proactive steps to reduce incidences of fraud and corruption from surfacing within their company? Over the past several years, there has been...more

Skadden, Arps, Slate, Meagher & Flom LLP

Fighting Early Obsolescence: New EU Directive Extends Liability Risks

On 6 March 2024, the EU published directive 2024/825/EU, intended to bolster consumer rights in the face of environmental challenges. The directive seeks to clarify companies’ liability concerning information obligations...more

Moore & Van Allen PLLC

Directors and executives take note: Delaware court voids Elon Musk’s $55B Tesla pay package

”Was the richest person in the world overpaid?” That is the question that the Delaware Court of Chancery answered in its Jan. 30, 2024, decision in the shareholder derivative action Tornetta v. Musk, et al., C.A. No....more

Skadden, Arps, Slate, Meagher & Flom LLP

Court of Chancery Finds Officer Liable for Competing With Corporation and Misappropriating Trade Secrets

On September 1, 2023, Vice Chancellor Paul A. Fioravanti, Jr. of the Court of Chancery delivered a decision finding that the president of a plaintiff company and a second business the president had formed and served...more

Allen Matkins

Court Rules Director Of California Corporation Has A Duty To Disclose When Soliciting Consents

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The California General Corporation Law permits shareholders to take action by written consent, unless otherwise provided in the articles of incorporation.  Cal. Corp. Code § 603(a).  When shareholder action is taken by...more

Allen Matkins

When May Shares Be Voted Without A Proxy Or Without Transfer Into The Holder's Name?

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In most cases, Generally speaking, only the record owners of shares on the record date are entitled to vote under the California General Corporation Law.  As with most generalizations, however, there are exceptions.  For...more

Mayer Brown Free Writings + Perspectives

Waivers of Code of Conduct for Nasdaq Listed Companies

On September 5, 2023, the Securities and Exchange Commission (the “SEC”) posted and declared effective a Nasdaq rule proposal modifying requirements related to a waiver of the code of conduct in Listing Rules 5610 and...more

Allen Matkins

Was "Principal Executive Office" A Grave Tautology?

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Last week, I wrote about legislation, 2022 Cal. Stats. ch. 617, that among other things eliminated the word "executive" from the numerous sections of the California Corporations Code containing the phrase "principal executive...more

Foley & Lardner LLP

Who Can Approve Equity Awards?

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A multitude of questions over who must approve the grant of equity awards frequently arise when designing equity compensation programs. Do shareholders need to approve the grant? Is approval from the Board of Directors...more

McDermott Will & Emery

[Webinar] Addressing DOJ’s New Compliance Focus on Executive Compensation - April 20th, 2:00 pm - 3:00 pm ET

The new compliance focus on executive compensation, as announced by the US Department of Justice (DOJ) on March 3, 2023, has significant implications for how healthcare organizations address both corporate compliance and...more

Morrison & Foerster LLP

Should You Amend Your Charter to Provide for Officer Exculpation? Key Considerations for Delaware Corporations

On August 1, 2022, the Delaware General Corporation Law Section 102(b)(7) was amended to extend exculpation rights to executive officers. The new amendment permits a corporation to adopt exculpatory language in its...more

World Law Group

[Webinar] The G in ESG - December 8th, 8:00 pm - 9:00 pm EST

World Law Group on

A corporation's purpose, the role and makeup of its board of directors, shareholder rights and disclosures, and measuring executive performance are globally recognized as critical factors in corporate governance. How can a...more

White & Case LLP

Director liability for cyber breaches: transatlantic warning signs?

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Two legal cases in the US in the past month suggest that regulators and prosecutors are becoming more determined to take personal action against directors and senior executives who fail to deal adequately with cyber security...more

Society of Corporate Compliance and Ethics...

[Event] 11th Annual European Compliance & Ethics Institute - March 20th - 22nd, Amsterdam, Netherlands

In-person is back! Join us in Amsterdam for the 2023 European Compliance & Ethics Institute! Strengthen your compliance and ethics program by attending our 11th annual European Compliance and Ethics Institute, 20-22 March...more

Allen Matkins

If The Court Of Chancery Is Predictable, Why Does Anyone Bother To Go To Court?

Allen Matkins on

In a recent posting on the Business Law Prof [sic] Blog, William S. Boyd School of Law Professor Benjamin Edwards wrote about a recent order issued by Nevada state District Court Judge Timothy C. Williams.  The case involved...more

Quarles & Brady LLP

[Webinar] Venture Capital Portfolio Company Board Seats: Legal Implications and Best Practices - August 24th, 12:00 pm - 1:00 pm...

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Venture capital funds and investors often sit on the board of directors of their portfolio companies, providing opportunities to engage actively with the portfolio company management and helping the company grow. Wearing both...more

Paul Hastings LLP

[Webinar] Recent Trends in the U.S. Department of Justice’s International Criminal Investigations - September 8th, 9:00 am - 10:00...

Paul Hastings LLP on

Discussion with two former senior prosecutors on how to handle cases involving Japanese multinational corporations - It is not unusual for the U.S. Department of Justice to investigate non-U.S. multinational corporations...more

Society of Corporate Compliance and Ethics...

[Event] 21st Annual Compliance & Ethics Institute - October 16th - 19th, Phoenix, AZ

SCCE’s Compliance & Ethics Institute (CEI) is our primary educational and networking event for compliance and ethics professionals across the country. Leading industry professionals cover real-world compliance issues,...more

Skadden, Arps, Slate, Meagher & Flom LLP

Two Directors Share Lessons on Building a Highly Functioning Board

Alexander M. Cutler, lead director of DuPont de Nemours, Inc. Q: Based on your experience, what are some of the key elements of a highly functioning board? A: Recognizing that there is no “one size fits all” blueprint, my...more

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