Apparently, about $1 million if you are the CEO of Johnson Controls, Inc. At least, that is one possible takeaway from the action of the board of directors of Johnson Controls with respect to the behavior of its CEO, Alex...more
The increasing cost of healthcare is a significant concern for companies that provide health care benefits to their employees. With certain key provisions of the Patient Protection and Affordable Care Act, more commonly known...more
Earlier this month, several significant amendments to the Delaware General Corporation Law (the DGCL) were approved. These amendments are substantially the same as the amendments originally proposed in April 2014 and will...more
As reported (see link below), Apple has appointed a second woman to its board of directors. Sue Wagner is a co-founder of Blackrock with a strong background in finance and M&A across various global markets. She is replacing...more
During 2013, in addition to the important changes to the Delaware General Corporation Law (“DGCL”) and the Limited Liability Company Act, described here, the Delaware courts issued a number of decisions that have a direct...more
With proxy season just around the corner, I would be remiss if I did not (once again) remind Nominating and Governance Committees that it is time, and it is not too late, for you mix it up a little . . . or a lot. Think fruit...more
Bill Ackman’s public disclosure earlier this year of confidential JC Penney board deliberations not only outraged his fellow directors but also stunned the corporate community. His actions, however, were not without...more
In addition to heightened focus on director tenure, companies are facing increasing pressure to diversify their boards. The SEC requires companies to disclose whether and how the board or nominating committee considers...more
The Wall Street Journal recently highlighted director tenure in an article titled “The 40-Year Club: America’s Longest Serving Directors.” While the article noted that fewer than 30 public company directors have at least 40...more
Whether to separate the CEO and chairman positions is one of the most hotly debated issues in corporate governance. During the 2013 proxy season, calls for an independent board chair were the second most frequent proposal...more
Despite the continuing legal challenges and political hardball, as well as the delays and technical glitches, it appears that the Patient Protection and Affordable Care Act, more commonly known as Obamacare, is here to stay. ...more
Executive compensation is a topic that just won’t go away, particularly with pay disparity and pay for performance regulations still looming. We highlight below some of the matters directors should be considering as they...more
12/26/2013
/ Board of Directors ,
CEOs ,
Chief Compliance Officers ,
Clawbacks ,
Compensation Committee ,
Corporate Counsel ,
Directors ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Pay Ratio ,
Pay-for-Performance ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Sarbanes-Oxley ,
Say-on-Pay ,
Securities and Exchange Commission (SEC)
Constantly changing and overlapping legislative and regulatory requirements are weighing down corporations and usurping more and more board time. It is a telling sign when, according to a recent survey, directors ranked...more
In this alert we summarize the most important recent additions and amendments to the Delaware General Corporation Law (the “DGCL”) and the Delaware Limited Liability Company Act (the “DLLCA”). These changes include...more
12/20/2013
/ Board of Directors ,
Corporate Governance ,
Defective Corporate Acts ,
Delaware Limited Liability Company Act ,
Jurisdiction ,
Limited Liability Company (LLC) ,
Mergers ,
Public Benefit Corporation ,
Shareholder Votes ,
Shareholders ,
Shelf Corporations
Cybersecurity has become one of the hottest topics in the boardroom as companies wrestle with ever increasing threats to their information systems and intellectual property. A recent study by the Ponemon Institute found that...more
Last week, New York Times OpEd columnist Nicholas Kristof joined the chorus of writers and academics calling for public companies to add women to their boards of directors in a piece called “Twitter, Women and Power.” Mr....more
Activists. You’ve heard of them. A lot. And, as a board member of a public company you should be wondering to yourself: will they ring our bell? And if they ring, do we answer? And if we answer, what do we say?...more
On June 25, 2013, the Delaware Court of Chancery upheld the facial validity of forum selection bylaws unilaterally adopted by the boards of directors of Chevron Corporation and FedEx Corporation.1The decision is welcome news...more