News & Analysis as of

Board of Directors

Nelson Mullins Riley & Scarborough LLP

DExodus: New Considerations from Stanford Study on Shareholder Suit Expenses

As previously discussed in our Corporate Governance Insight on March 20, 2025, certain companies and investors continue to reassess whether to incorporate or form in the state of Delaware or move to another state. A recent...more

Mayer Brown

Georgia On (Regulators’) Mind: Significant Changes Coming to Georgia Residential Mortgage Act

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On May 14, 2025, Governor Brian Kemp signed Georgia House Bill 15 into law. House Bill 15, which will take effect on July 1, 2025, will implement several major changes to Georgia’s residential mortgage licensing law, the...more

Loeb & Loeb LLP

How Private Equity Is Shaping Modern Music Catalog Deals

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Ann Chen, deputy chair of the firm’s Capital Markets & Corporate department, provides an insider perspective on the crossroads of corporate law and entertainment, particularly in the music catalog space....more

Vinson & Elkins LLP

Summer 2025 V&E Quarterly Governance and Sustainability Updates

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We have seen, a mere few months into President Trump’s second term, a remarkably transformational set of priorities across the federal government, which have had dramatic impacts on the private sector generally and public...more

Mayer Brown

Clawback and Malus Provisions in the U.S. and Brazil: A Comparative Overview

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In today's corporate governance landscape, clawback and malus provisions have become key tools for promoting accountability and integrity. By incorporating these provisions, companies aim to align executive actions with the...more

Cooley LLP

14 Lessons Learned from the PCAOB’s Conversations with Audit Committee Chairs

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Recently, the PCAOB released its annual recap of its conversations with audit committee chairs. This past year, the PCAOB staff interviewed 272 audit committee chairs to come up with its findings, 78% of whom chaired a...more

Fenwick & West LLP

Q1 2025 Venture Beacon: Key VC Market Trends

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In this edition of the J.P. Morgan Venture Beacon, we analyze venture deals from Series Seed through Series D+ to surface the real-time dynamics shaping today’s startup ecosystem. Produced in collaboration with J.P. Morgan |...more

DLA Piper

Puerto Rico Supreme Court Issues Key Ruling: No Automatic Deference to Administrative Agencies’ Conclusions of Law

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Litigants in Puerto Rico now have an easier path to challenge administrative agencies’ determinations after the Puerto Rico Supreme Court (PRSC) ruled in Vázquez v. Consejo de Titulares, 2025 TSPR 56, that courts shall not...more

Woodruff Sawyer

Cracks in the Boardroom: Governance Lessons from a High-Profile Public Company Director Exit

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Most director resignations are routine affairs, but that was not the case with a recent and very public director resignation. This resignation and others like it may serve as a cautionary tale for any board. In this week’s...more

Paul Hastings LLP

UK Equity Capital Markets Insights — June 2025

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In this edition of UK Equity Capital Markets Insights, we report on the coming into force of regulations to create the PISCES secondary trading market and the launch of a commission to evaluate the ongoing role of the...more

Cooley LLP

Most CEOs Want to Remove At Least One Director

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As noted in this Reuters article, a recent PwC and The Conference Board survey found that...more

Bracewell LLP

Texas Continues Corporate Law Overhaul With SB 2411

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Texas continues to position itself as a business-friendly jurisdiction of choice with the passage of Senate Bill 2411, signed by Governor Greg Abbott on May 27, 2025. Effective September 1, the new law amends the Texas...more

Blake, Cassels & Graydon LLP

Les ACVM élargissent la dispense pour financement de l’émetteur coté

On May 14, 2025, the Canadian Securities Administrators (CSA) announced Coordinated Blanket Order 45-935 – Exemption from Certain Conditions of the Listed Issuer Financing Exemption (Blanket Order) aimed at enhancing...more

Seyfarth Shaw LLP

Texas Adopts Business-Friendly Amendments to Its Corporate Code—A Response to Delaware?

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As states compete to become the preferred jurisdiction for incorporation, Texas has taken a bold step with significant amendments to its Texas Business Organizations Code. Following Delaware’s recent pro-management...more

Walkers

Thinking ahead: Key considerations for winding up Guernsey investment funds

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The process of winding up a Guernsey fund involves several important considerations that boards, fund managers, investment advisers and administrators must navigate carefully. This article explores six aspects which we...more

Winstead PC

2025 Texas Legislative Update: Issues Affecting Texas Homeowners’ Associations And Condominium Owners’ Associations

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The 2025 Texas Legislative Session concludes on June 2, and new regulations impacting homeowners’ associations and condominium owners’ associations will be implemented on September 1, 2025....more

Whiteford

Client Alert: 2025 Legislative Changes for CCRCs

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House Bill 938 was passed in the Maryland legislature and signed by the Governor into law on May 6, 2025. This bill requires the appointment of an alternate subscriber (resident) to the governing body of a continuing care...more

Seward & Kissel LLP

Recent Amendments to the Delaware General Corporation Law

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Delaware has recently enacted two sets of amendments to the Delaware General Corporation Law (“DGCL”). One from 2024 is Senate Bill 313, which made explicit the right of a corporation to grant governance rights to a...more

Farrell Fritz, P.C.

Bankruptcy, Board Conduct, and Fiduciary Duty: Key Takeaways from Ragab v. SHR Capital Partners LLC

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In a recent decision from the Manhattan County Commercial Division, Justice Margaret A. Chan addressed a confluence of corporate-governance, fiduciary-duty, and bankruptcy-stay issues in Ragab v. SHR Capital Partners LLC. The...more

Mayer Brown

Navigating Recent Amendments To The Delaware General Corporation Law: Governing Conflicted Transactions

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In this episode, Mayer Brown partners Andrew Noreuil and Brian Massengill discuss this year’s amendments to the Delaware General Corporation Law, which have fundamentally altered the landscape for conflicted transactions. Our...more

Fenwick & West LLP

Nevada Legislature Adopts Significant Amendments to its Corporate Law to Further Entice Corporations to Incorporate or...

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Not to be outdone by Delaware and Texas, the Nevada Senate voted unanimously on May 21, 2025, to adopt Assembly Bill No. 239 (AB 239), which provides for significant amendments to the Nevada Revised Statutes (NRS) governing...more

Ballard Spahr LLP

DE Chancery Court Curbs Inspection to Investigate Alleged Fraud

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In Scaramellino v. Arencibia Holdco, LLC, Delaware’s Chancery Court recently approved a limited liability company’s narrow production in response to a broad books and records inspection demand, despite the petitioner’s...more

Vinson & Elkins LLP

U.S. Securities and Exchange Commission to Host Roundtable on Executive Compensation Disclosure Requirements

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The U.S. Securities and Exchange Commission (“SEC”) recently issued a press release announcing that it will host a public roundtable on June 26, 2025, to discuss executive compensation disclosure requirements. The event will...more

Freeman Law

Texas Nonprofit Corporations | Are Corporate Records Available for Inspection?

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This Freeman Law blog provides an overview for the Texas nonprofit corporation to understand its obligations relating to the maintenance of books and records under Texas law and as to when, and under what circumstances, those...more

Hogan Lovells

Solak v. Mountain Crest Capital: fiduciary duties claims abound for SPAC sponsors and directors

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In Solak v. Mountain Crest Capital, the Delaware Court of Chancery found that a stockholder plaintiff pleaded a viable breach of fiduciary duty claim based on an alleged failure of the board of directors of a SPAC to disclose...more

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