Category: Corporate law

The impact of Brexit

by Cydney Posner For those interested in the impact of Brexit — and who isn’t these days? — see this excellent post by Chris Finney of Cooley’s London office.  Also see this page on the Cooley website devoted to Cooley Alerts and posts on Brexit and its implications, including in areas such […]

Will the virtual-only shareholders’ annual meeting, once disparaged, be rejuvenated?

by Cydney Posner For many years, annual meetings of shareholders have been viewed as increasingly moribund rituals of corporate governance, as fewer and fewer shareholders are able or willing to overcome the logistical and financial burdens of attendance in person. As a result, in many cases, meetings have evolved into […]

Director resignation policies under fire

by Cydney Posner The originator of the “Pfizer model” of “plurality plus” voting for directors — Pfizer —  will be facing a shareholder proposal  (January 29, from the Chevedden folks) calling for a change to Pfizer’s governing documents and policies regarding majority voting. The “plurality plus” model requires directors to […]

Paper debunks seven board myths

by Cydney Posner In “Seven Myths of Boards of Directors,” two academics from Stanford Business School set about debunking some of the most common and persistent expectations regard best practices in board structure, composition and procedure.  The authors contend that these seven myths “are not substantiated by empirical evidence.” 

Highlights from panels with current and former staff of Corp Fin

by Cydney Posner Below are some highlights (from my notes) of the PLI Securities Regulation Institute panel discussions Thursday and Friday with the Corp Fin staff (Keith Higgins, Shelley Parratt, David Fredrickson, Michele Anderson, Karen Garnett) as well as a number of some former staffers, plus some additional discussion from […]

Does the UK’s Modern Slavery Act apply to your company?

by Cydney Posner The UK has adopted the Modern Slavery Act 2015, which imposes specific transparency requirements on many companies doing business in the UK, regardless of where the company is incorporated.  Accordingly, the Act will have a broad sweep.  See this Cooley Alert prepared by Sarah Pearce and Leo Spicer-Phelps […]

Delaware Governor signs into law prohibition on fee-shifting bylaws and authorization of exclusive forum bylaws

by Cydney Posner On June 24, 2015, the Governor of Delaware signed into law amendments to the Delaware General Corporation Law  proposed by the Delaware Bar’s Corporation Law Council  and overwhelmingly passed by the Legislature regarding fee-shifting and forum selection provisions in Delaware governing documents. (See this post and this post […]

Delaware Chancery Court applies entire fairness standard of review to director compensation

by Cydney Posner What is the judicial standard of review applicable to an award of compensation by directors to directors under an equity incentive compensation plan that has been approved by the shareholders?  That was the question before the Delaware Chancery Court in Calma v. Templeton. The answer is, as always: […]

Senator urges SEC to revisit rules and policies on stock buybacks

by Cydney Posner Data compiled by S&P and Bloomberg shows that companies in the S&P 500 spent 95% of their earnings on repurchases and dividends in 2014, including spending $553 billion on stock buybacks in 2014. The number was $1 trillion for 2013 and 2014, the biggest two-year total ever […]

Corporation Section of Delaware bar approves amendments re fee shifting and forum selection, substantially as proposed, and some other stuff

by Cydney Posner The Corporation Law Section of the Delaware Bar has approved, substantially as proposed, the amendments to the Delaware General Corporation Law  proposed by the Delaware Bar’s Corporation Law Council regarding fee-shifting and forum selection provisions in Delaware governing documents. (See this post.) Accordingly, it is anticipated that […]