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    1. Fiduciary Duties of Dissenting Directors and their Boards – Stobart v Tinkler

      Fiduciary Duties of Dissenting Directors and their Boards – Stobart v Tinkler

      In Stobart v Tinkler [2019] EWHC 258 (Comm), the high court has taken an extremely restricted view of the freedom of a dissident director to take his case outside the boardroom. At the same time, the court largely endorsed the freedom of the board to silence that director with respect to public statements...

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    2. How to Report Accounting Fraud and Earn an SEC Whistleblower Award

      How to Report Accounting Fraud and Earn an SEC Whistleblower Award

      How to Report Accounting Fraud and Earn an SEC Whistleblower Award Wednesday, February 6, 2019 SEC Targets Accounting Fraud in Financial Reporting In the early 2000s, the U.S. Securities and Exchange Commission (SEC) was abruptly reminded of the dangers of accounting fraud after Enron and WorldCom collapsed within months of each other.

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      Mentions: SEC Theranos Tesla
    3. ISS Releases New U.S. Executive Compensation Policies and Equity Plan FAQs for 2019

      ISS Releases New U.S. Executive Compensation Policies and Equity Plan FAQs for 2019

      Institutional Shareholder Services (ISS) has issued new FAQs addressing U.S. Executive Compensation Policies and U.S Equity Compensation Plans for the 2019 proxy season, for annual meetings held on or after February 1, 2019. Significant executive compensation and equity plan updates for U.S. listed companies are summarized below...

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    4. SEC Whistleblower Protections: Dodd-Frank and Sarbanes-Oxley Prohibitions Against Retaliation

      SEC Whistleblower Protections: Dodd-Frank and Sarbanes-Oxley Prohibitions Against Retaliation

      Threatening; Harassing; or Directly or indirectly, or in any other manner discriminating against, a whistleblower in the terms and conditions of employment. Does the Dodd-Frank whistleblower protection law require a whistleblower to demonstrate that the employer knew about the whistleblower’s disclosure to the SEC? No. ...

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    5. Do Shareholders Need to Make a Demand Upon the Board of Directors Before Filing Suit on a Family-Owned Corporation’s Behalf?

      Do Shareholders Need to Make a Demand Upon the Board of Directors Before Filing Suit on a Family-Owned Corporation’s Behalf?

      When a shareholder claims that a director or officer has harmed a corporation through his or her improper conduct, these claims typically must be brought through a derivative action, in which the shareholder sues on behalf of the corporation...

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    6. CEO Pay Ratio Disclosure: What We’ve Seen in Filings So Far

      CEO Pay Ratio Disclosure: What We’ve Seen in Filings So Far

      As proxy season gets started, we have already seen quite a few proxy statements and other filings, like Forms 10-K, that include the CEO pay ratio disclosures required by Dodd-Frank. In these filings, some consistent themes have arisen as well as some items and language that companies may want to consider including in their upcoming proxy statements...

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    7. “Say on Pay” Hasn’t Gone A-Way Under Tax Reform, Reminds ISS*

      “Say on Pay” Hasn’t Gone A-Way Under Tax Reform, Reminds ISS*

      “Say on Pay” Hasn’t Gone A-Way Under Tax Reform, Reminds ISS* Internal Revenue Code Section 162(m) imposes a $1 million limit on the amount most public companies can deduct for compensation paid to any “covered employee.” The Tax Cuts and Jobs Act (the Act) significantly changes Section 162(m) by eliminating the exception for “qualified performance-based compensation,” expanding the “covered employee” group and expanding the definition of “publicly held corporation.” Compliance with the now-defunct qualified performance-based compensation exception to Section 162(m) required covered companies to, among other things, periodically seek and obtain shareholder approval of executive compensation ...

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    8. Corporate Law & Governance Update

      Corporate Law & Governance Update

      The removal of four Wells Fargo directors, in connection with other sanctions imposed on the bank by the Federal Reserve, has far reaching implications for the corporate governance of large, sophisticated health care systems and other health industry companies. Announced on February 2, the Fed’s enforcement action has been widely interpreted as a powerful regulatory message of governance accountability for failures of board oversight...

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    9. What the Tax Cuts and Jobs Act Means for Executive Compensation

      What the Tax Cuts and Jobs Act Means for Executive Compensation

      The Tax Cuts and Jobs Act has been passed by both the House and the Senate and signed into law by President Trump. Although the final bill did not include a repeal of Code Section 409A, the complex regulatory scheme governing the taxation of deferred compensation, it may still have a significant impact on the current compensation practices of public and tax-exempt employers...

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    10. Corporate Law & Governance Update: December 2017

      Corporate Law & Governance Update: December 2017

      These challenges will impact governance elements ranging from the frequency and manner of board meetings, to information flow, to expectations of director engagement and to the board-management dynamic. These developments include, in no particular order: (1) the threat of significant business ...

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    11. Corporate Law & Governance Update: June 2017

      Corporate Law & Governance Update: June 2017

      An important new study concludes that CEO terminations for ethical lapses (as a percentage of overall CEO successions) has dramatically increased over the last five years. The study also reflects the willingness of boards to reclaim compensation from so called "unethical CEOs.” The survey results are suggestive of a growing climate of accountability in corporate boardrooms across the globe...

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    12. Liability for Directors of Nonprofit Corporations

      Liability for Directors of Nonprofit Corporations

      Lawyers are often asked to serve on Boards of nonprofit corporations and if they do so, they will often be asked by other directors about the potential individual liability of a director for actions of the nonprofit, for actions of the director and for actions of other directors. It is essential therefore that such lawyers understand the risks involved. It is the purpose this Article to further that understanding...

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