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    1. Finding Insufficient Proof Of Damages, Delaware Court Of Chancery Enters Judgment In Favor Of Defendant Despite Finding Fiduciary Duty Breaches

      Finding Insufficient Proof Of Damages, Delaware Court Of Chancery Enters Judgment In Favor Of Defendant Despite Finding Fiduciary Duty Breaches

      On October 16, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery found in a post-trial opinion that Potomac Capital Partners II, LP (“Potomac”), an activist investor, aided and abetted breaches of fiduciary duty by the board of PLX Technology Inc. (“PLX”) in connection with its acquisition by Avago Technologies Wireless (U.S.A.) Manufacturing Inc. (“Avago”), but entered ...

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    2. Shareholder Litigation in the Wake of the #MeToo Movement

      Shareholder Litigation in the Wake of the #MeToo Movement

      Companies are facing a growing number of derivative and securities class actions in the wake of the #MeToo movement. Having strong protocols to address allegations of harassment and sexual misconduct, thoroughly and promptly investigating such allegations, and carefully weighing the risks in severance payments to accused harassers are some of the steps companies can take to protect against such actions...

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    3. New Tax Law Affects Executive Compensation

      New Tax Law Affects Executive Compensation

      The final tax reform bill signed by President Trump on December 21, 2017 makes substantial changes to executive compensation paid by private and public companies and non-profit organizations. But it could have been worse. Significant restrictions on nonqualified deferred compensation plans were removed from the final bill...

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    4. Dropbox IPO Multi-Class Structure: Bad Corporate Governance or Good Long Term Focus?

      Dropbox IPO Multi-Class Structure: Bad Corporate Governance or Good Long Term Focus?

      Dual or multi-class capitalization structures generally allow companies to sell large amounts of shares to the public while maintaining control in the hands of the founders and early investors. Popularized by the Google IPO in 2004, weighted voting rights have since been featured in the high profile IPOs ...

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    5. BlackRock Publishes Updated Proxy Voting Guidelines

      BlackRock Publishes Updated Proxy Voting Guidelines

      BlackRock, Inc. ("BlackRock") recently published its updated "Proxy Voting Guidelines for US Securities". 1 Consistent with BlackRock's recent communications related to its investment principles, 2 the guidelines emphasize BlackRock’s focus on environmental and social risk reporting and indicate its intent to use its proxy voting power to influence corporate governance and management practices in these key areas...

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    6. The Board’s Three ‘C’s’ of Corporate Governance: Composition, Communication and Connection

      The Board’s Three ‘C’s’ of Corporate Governance: Composition, Communication and Connection

      U.S. companies face a dizzying array of challenges, including from disruptive technologies and cybersecurity threats; economic and geopolitical uncertainties; climate change and evolving sustainability metrics; and questions about corporate culture, sexual harassment and ethics...

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    7. Impact of Compensation-Related Litigation on Public Companies

      Impact of Compensation-Related Litigation on Public Companies

      Compensation-related litigation and threats of litigation continued to significantly impact public companies in 2017. These companies should be mindful of issues that were raised in recent litigation: proxy disclosure, director compensation issues and the short-swing profit rules of Section 16 of the Securities Exchange Act...

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    8. Rethinking Stakeholder Engagement for the New Millennium

      Rethinking Stakeholder Engagement for the New Millennium

      What does stakeholder engagement mean in the 21 st century? How has the topic gained such traction over the past few years? What is the role of the compliance professional in stakeholder engagement? How does increased stakeholder engagement help to make companies stronger, more efficient and, most critically, more profitable?..

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    9. Time to Revisit Executive Compensation Arrangements in Light of Recent Tax Reform

      Time to Revisit Executive Compensation Arrangements in Light of Recent Tax Reform

      The Tax Cuts and Jobs Act of 2017 (the “Act”) signed into law on December 22, 2017, will significantly impact many public company executive compensation plans and arrangements. Companies should take this opportunity to revisit their overall compensation design and consider whether changes are appropriate to enhance flexibility and/or better align compensation design with the company’s business objectives...

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    10. Tax-Exempts And Public Companies Beware – Major Changes To Executive Compensation Tax Rules Loom

      Tax-Exempts And Public Companies Beware – Major Changes To Executive Compensation Tax Rules Loom

      On December 2, 2017, the U.S. Senate passed its version of the Tax Cuts and Jobs Act (the “Senate Bill”). Our Benefits Law Advisors blog previously discussed some of the major provisions of a draft House of Representatives version of the bill. The House version subsequently underwent significant changes, including removal of previously proposed changes to the taxation of nonqualified deferred compensation...

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    11. Activists at the Gate: Court of Chancery Weighs In on Claims Involving Activist Stockholders

      Activists at the Gate: Court of Chancery Weighs In on Claims Involving Activist Stockholders

      Several recent decisions applying Delaware law offer helpful insight about the impact that activist investor involvement has on board decision-making leading to a transaction and how those decisions will be reviewed by the courts in any subsequent litigation. These cases demonstrate the importance of careful responses by boards of directors to satisfy their fiduciary duties in the face of activist pressure...

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    12. Activist Shareholder, the CCO and Compliance

      Activist Shareholder, the CCO and Compliance

      It certainly is one thing for a company to make changes in their compliance program based upon ongoing monitoring, evolving best practices or remediation during an investigation. However, Boards of Directors, Chief Compliance Officers (CCOs) and compliance programs may now face a new source of dynamic tension in the form of activist shareholders...

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    13. CEO Pay Ratio Disclosure: Comparing CEO and Employee Compensation

      CEO Pay Ratio Disclosure: Comparing CEO and Employee Compensation

      In August 2015, the Securities and Exchange Commission (the SEC) adopted a final rule implementing Section 953(b) of the Dodd-Frank Act. The final rule requires U.S. public reporting companies to disclose the ratio of their principal executive officer's (the PEO) compensation to the compensation of their "median" employee...

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    1-24 of 85 1 2 3 4 »
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