1. 1-24 of 90 1 2 3 4 »
    1. Nasdaq Amends Proposed Rule on Board Diversity to Provide Compliance Flexibility

      Nasdaq Amends Proposed Rule on Board Diversity to Provide Compliance Flexibility

      On December 1, 2020, Nasdaq filed a proposed rule with the U.S. Securities and Exchange Commission (SEC) that would require certain Nasdaq-listed companies to have at least two diverse directors (according to self-reported gender, race, and sexual orientation) or explain why the company has not been able to meet the proposed minimum diversity standards, and disclose certain board diversity-related statistics. While many have lauded Nasdaq’s proposed rule to promote board diversity, there have been vocal critics of the proposed rule... Notably, in a ...

      Read Full Article
    2. New SEC Task Force Further Demonstrates Biden Administration’s Sharp Focus on Climate and ESG Issues

      New SEC Task Force Further Demonstrates Biden Administration’s Sharp Focus on Climate and ESG Issues

      Last week, the U.S. Securities and Exchange Commission (SEC) announced the creation of a new 22-person Climate and Environmental, Social, and Governance (ESG) Task Force in its Division of Enforcement, a notable development in a series of recent steps taken by the Biden administration focused on increasing ESG accountability...

       

      Read Full Article
    3. A Preview of ESG Regulation under the Biden Administration

      A Preview of ESG Regulation under the Biden Administration

      As the Biden Administration settles in and begins to appoint its designees to key executive and administrative agencies, a series of policy objectives are coming into focus. Chief among them is expanded attention and regulation in the ESG space regarding environmental, social and governance issues at American businesses...

      Read Full Article
    4. Management Cannot Unilaterally Preclude Directors From Obtaining Privileged Communications

      Management Cannot Unilaterally Preclude Directors From Obtaining Privileged Communications

      In In re WeWork Litigation, C.A. No. 2020-0258-AGB (Del. Ch. Aug. 21, 2020), a special committee of the board of directors of The We Company (the “Company”) sought to obtain certain privileged communication among management of the Company and its counsel in discovery arising from breach of contract and breach of fiduciary duty case...

      Read Full Article
    5. Chancery Court Dismisses Complaint, Holding That Directors Were Not Conflicted in Approving a Merger Simply Due to the Threat of a Looming Proxy Contest

      Chancery Court Dismisses Complaint, Holding That Directors Were Not Conflicted in Approving a Merger Simply Due to the Threat of a Looming Proxy Contest

      In Rudd v. Brown, et al, C.A. No. 2019-0775 MTZ (Del. Ch. Sept. 11, 2020), the Delaware Court of Chancery (the “Court”) dismissed the plaintiff’s claim that the board members and the chief financial officer of Outerwall, Inc. (the “Company”) disloyally pursued and disclosed a two-step merger...

      Read Full Article
    6. SEC Whistleblower Program Firing on all Cylinders

      SEC Whistleblower Program Firing on all Cylinders

      The FY 2020 report of the SEC Office of the Whistleblower reveals that the SEC whistleblower program is firing on all cylinders. Enforcement actions from whistleblower tips have resulted in orders for more than $2.7 billion in monetary sanctions, including more than $1.5 billion in disgorgement of which almost $850 million has been, or is scheduled to be, returned to harmed investors...

      Read Full Article
    7. California Requires Board Diversity and Additional Company Disclosures

      California Requires Board Diversity and Additional Company Disclosures

      Legal Disclaimer You are responsible for reading, understanding and agreeing to the National Law Review's (NLR’s) and the National Law Forum LLC's Terms of Use and Privacy Policy before using the National Law Review website. The National Law Review is a free to use, no-log in database of legal and business articles. The content and links on www.NatLawReview.com are intended for general information purposes only...

      Read Full Article
    8. ISS Publishes New FAQs on COVID-Related Compensation Decisions and Provides Guidance on Other Governance Matters

      ISS Publishes New FAQs on COVID-Related Compensation Decisions and Provides Guidance on Other Governance Matters

      On October 15, 2020, Institutional Shareholder Services, Inc. (“ISS”) published preliminary FAQs providing general guidance as to how ISS may assess COVID-related executive compensation decisions as part of its regular pay-for-performance qualitative evaluation for the upcoming proxy season...

      Read Full Article
    9. Highlights from SEC Speaks 2020

      Highlights from SEC Speaks 2020

      The U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) held its annual SEC Speaks conference via Webex on October 8 and 9, 2020. The conference featured remarks from the Chairman and several commissioners, discussions regarding current enforcement initiatives and enforcement priorities for the upcoming year, and an update on litigation, judicial and legislative developments...

      Read Full Article
    10. California Seeks to Expand its Board Diversity Mandate

      California Seeks to Expand its Board Diversity Mandate

      After testing the waters with SB 826’s gender diversity mandate, California’s legislature has further committed the state to equitable board representation with its new measure, AB 979 , which was passed on September 1. If Governor Newsom signs the bill into law by the September 30 deadline, California will (once again) lead the way in statutory diversity and inclusion mandates for public company boards...

      Read Full Article
    11. Will the SEC’s Proposed Whistleblower Rules Undermine the Deterrent Effect of the Dodd-Frank Act?

      Will the SEC’s Proposed Whistleblower Rules Undermine the Deterrent Effect of the Dodd-Frank Act?

      The U.S. Securities and Exchange Commission’s (“SEC” or “Commission”) will shortly approve proposed amendments to its Dodd-Frank Act whistleblower program . [1] The most controversial proposal concerned a perceived “soft cap” that would limit the amount of awards in most large cases...

      Read Full Article
    12. New Amendments to Delaware General Corporation Law Will Make It Easier for Companies to Become Public Benefit Corporations

      New Amendments to Delaware General Corporation Law Will Make It Easier for Companies to Become Public Benefit Corporations

      On July 16, 2020, Delaware adopted new amendments to its public benefit corporation statute, continuing a trend to make this relatively new corporate form more accessible. The amendments, among other things, (i) reduce impediments to use of the public benefit corporation form by eliminating supermajority voting requirements...

      Read Full Article
    13. Board Oversight of Human Capital Management No Longer a Nice-to-Have for Smaller Public Companies

      Board Oversight of Human Capital Management No Longer a Nice-to-Have for Smaller Public Companies

      The COVID-19 pandemic has underscored the importance of board-level oversight of workforce issues at public companies. How boards have managed mandatory shutdowns and the ongoing return to work are likely to have a significant and lasting impact on company reputation and performance...

      Read Full Article
    1-24 of 90 1 2 3 4 »
  1. Categories

    1. BoardProspects Features:

      BoardBlogs, BoardKnowledge, BoardMoves, BoardNews, BoardProspects Announcements, BoardProspects CEO, CEO Blog, Competitor Corner, In the News, Member Report, Partner Publications, Question of The Week, Sponsored Content