Nonprofit Basics: Conflict of Interest Policies and Best Practices for Approving Insider Compensation
Nonprofit Basics: Insider Transactions and Nonprofits – What’s the Big Deal?
Conflicts of Interest in Healthcare and Elsewhere
Payment for Order Flow (PFOF) and Gamification: Your Questions Answered
Bar Exam Toolbox Podcast Episode 124: Listen and Learn -- Duty of Loyalty (Corporations)
Law School Toolbox Podcast Episode 282: Listen and Learn -- Duty of Loyalty (Corporations)
What to Do When Your University, FBI, or DOJ Knocks on Your Door: Responding to University, Criminal, and Civil Investigations
Videocast: Asset management regulation in 2020 videocast series – The ADV season
Videocast: Asset management regulation in 2020 videocast series – DOL: What’s ahead
Podcast: Credit Funds: Compliance Considerations for Valuation
CONVERGE18-Preview Podcasts-David Bunker on COIs in the Gig Economy
Podcast - Credit Funds: A Framework for Addressing and Mitigating Conflicts of Interest
Day 7 of One Month to Better Investigations and Report-How Investigations Inform Remediation
Day 15 of One Month to Better Compliance Through HR-Employment Separation Issues
Bill Beutler on Editing Wikipedia
Rules for rewarding 'super' condo board members
Bill on Bankruptcy: US Airways Need a Merger More than AMR
The corporate life of a nominee director has been characterized as having the potential to be “neither happy nor long.” In this Governance Insights article, we discuss the fundamental fiduciary considerations that nominee...more
On March 22, 2023, the US Securities and Exchange Commission (SEC) filed a complaint in US District Court for the Southern District of New York against Justin Sun, the owner of BitTorrent, Inc., a file-sharing platform; three...more
The roles and responsibilities of members of the board of directors of private companies are generally dictated by the fiduciary duties that such directors owe to the corporation and its stockholders. While a great deal of...more
For profit and non profit corporations are governed to benefit a corporation and its shareholders or, from the non profit perspective, its charitable purpose/members. Conflicts of interest present significant ethical hurdles...more
In recent years, we have seen boards and management increasingly grapple with a recurring set of governance issues in the boardroom. This publication is intended to distill the most prevalent issues in one place and provide...more
Executive Compensation Recoupment - The most recent development in the prominent University of Louisville Foundation controversy is the release of an independent analysis suggesting that its senior executive leadership was...more
In the risk mitigation business, we often focus on legal risks, such as anti-corruption, sanctions, export controls, antitrust and AML. As compliance programs mature, and the CCOs focus on proactive strategies, one key issue...more
The following developments from the past month offer guidance on corporate law and governance law as they may be applied to nonprofit health care organizations: BUSINESS ROUNDTABLE GOVERNANCE GUIDELINES - In an...more
The Hershey Governance Settlement - On Friday, July 29, the Pennsylvania Attorney General, the Hershey Trust Company and the Milton Hershey School, entered into a written settlement resolving an investigation conducted...more
A principal difference between alternative entities and corporations under Delaware law is the ability in the former to modify or eliminate fiduciary duties. A Delaware court is required by statute to give effect to the...more
In recent years, companies in financial distress have found “independent” directors to be useful to achieve protections for their board members. An independent director is a director – usually with no prior affiliation to the...more
MLPs possess unique governance characteristics as compared to corporations.The number of master limited partnerships (MLPs) has grown significantly over the past five years, increasing from 59 in 2009 to over 100 in 2013. An...more
In Morrical v. Rogers, No. A137011, 2013 Cal. App. LEXIS 811 (Cal. App. Oct. 10, 2013), the California Court of Appeal, First District, held that the summary procedures set forth in California Corporations Code § 709 may be...more
Section 709 of the California Corporations Code creates a summary procedure that allows any shareholder or any person who claims to have been denied the right to vote to petition the Superior Court for a determination of the...more
A host of regulatory and finance reforms have ushered in significant changes for health care entities, and likewise, for the boards that guide them. How can general counsel broach these changes with their boards and steer...more