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Join the Securities Litigation and Enforcement Group on LinkedInSo Why Should Delaware Corporate Law Predominate? | The D&O Diary
Questions about Delaware’s outsized role in the corporate legal world are nothing new. But when the Wall Street Journal runs a front page article questioning Delaware’s role, it might be time to start wondering of Delaware’s predominance might actually be under challenge. via So Why Should Delaware Corporate Law Predominate? | The D&O Diary
The Next Frontier for Boards, Oversight of Risk Culture– HLS Forum on Corp. Gov. and Fin. Reg.
Over the past 15 years expectations for board oversight have skyrocketed. In 2002 the Sarbanes-Oxley Act put the spotlight on board oversight of financial reporting. The 2008 global financial crisis focused regulatory attention on the need to improve board oversight of management’s risk appetite and tolerance. Most recently, in the wake of a number of […]
Exclusive Forum Provisions: A New Item for Corporate Governance and M&A Checklists — The Harvard Law School Forum on Corporate Governance and Financial Regulation
Public companies increasingly are adopting “exclusive forum” bylaws and charter provisions that require their stockholders to go to specified courts if they want to make fiduciary duty or other intra-corporate claims against the company and its directors. via Exclusive Forum Provisions: A New Item for Corporate Governance and M&A Checklists — The Harvard Law School […]
‘Golden Leash’ Payments Fuel Debate – WSJ.com
A shareholder vote Tuesday in California for board members of a small, local bank is emerging as a test case for one of the hottest topics in corporate governance: whether activist investors should be able to pay bonuses to their picks for board seats. via ‘Golden Leash’ Payments Fuel Debate – WSJ.com
How to Define “Tone-at-the-Top” — Corruption, Crime & Compliance
“In reality, ‘tone-at-the-top’ is not really just ‘tone-at-the top’ it is a lot more.”
Seeing Red Flags Where None Exist – NYTimes.com
“20/20 hindsight” detrimental to ensuring that board members do their jobs.
Wal-Mart Bribery Case Raises Fundamental Governance Issues — Harvard Law School Forum on Corp. Gov. & Fin. Reg.
Wal-Mart appears to commit “virtually every governance sin” in its handling of Mexican bribery case.
Carlyle Readies an Unfriendly I.P.O. for Shareholders – NYTimes.com
It is quite possible that the Carlyle Group, the private equity firm that is preparing to go public, is proposing the most shareholder-unfriendly corporate governance structure in modern history. via Carlyle Readies an Unfriendly I.P.O. for Shareholders – NYTimes.com.