Category: Corporate law
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: […]
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 […]
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