Searching Content indexed under Directors and Officers by Arnold & Porter ordered by Published Date Descending.
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Public Shaming Will Not Solve The Lack Of Diversity On Corporate Boards
General Motors shareholders last week elected a slate of directors that includes more women than men.
United States
13 Jun 2019
The Uncertain Future Of Gov't Investigations Post-Deutsche
This renewed emphasis on individuals was generally regarded as a positive step toward rooting out corporate wrongdoing.
United States
5 Jun 2019
Blurred Lines: Government Involvement In Corporate Internal Investigations And Implications For Individual Accountability
The Bank retained external counsel to assist with conducting an internal investigation.
United States
29 May 2019
Lessons Learned From The Disgraceful Downfall Of The Trump Foundation: Top Dos And Don'ts For Private Foundations
The New York Attorney General's (AG) two-year investigation and ongoing enforcement action against the Donald J. Trump Foundation ...
United States
4 Apr 2019
SEC Adopts Requirement To Disclose Policies Regarding Hedging By Insiders
On December 18, 2018, the SEC adopted final rules requiring proxy statement disclosure of practices or policies regarding hedging by directors, officers and other employees.
United States
28 Dec 2018
Hurdles Ahead For California's Female Director Mandate
On Sept. 30, 2018, California Gov. Jerry Brown signed into law a landmark bill, SB 826, requiring boards of directors of California-based public reporting corporations ...
United States
11 Oct 2018
California Becomes First State To Mandate Female Representation On Boards Of Directors
on September 30, 2018, California Governor Jerry Brown signed into law a landmark bill (SB 826) requiring boards of directors of California-based public reporting corporations to have a minimum number of female directors.
United States
4 Oct 2018
Delaware Supreme Court Narrows The Stockholder Ratification Defense For Director Self-Compensation Decisions
The Delaware Supreme Court has refined Delaware law regarding shareholder ratification of director self-compensation plans for the first time in more than 60 years.
United States
19 Jan 2018
Federal Reserve Board Proposes Guidance Addressing Supervisory Expectations On Boards Of Directors
As discussed below, the Proposal prescribes which of its three parts would be applicable to a particular type of institution: holding companies, FRB-regulated banks, or both.
United States
10 Aug 2017
Corporate Governance: Delaware Supreme Court Approves Lower Standard Of Judicial Review For Certain Tender-Offer Mergers
By the time the tender offer closed, 89.1 percent of shareholders had sold their shares to the acquiring company.
United States
15 Mar 2017
Beware The Interplay Between Indemnification Provisions And D&O Advancement Provisions In Merger Agreements
Hyatt v. Al Jazeera America Holdings II, LLC, C.A. No. 11465-VCG (Del » Click here to read more articles from our latest M&A and Corporate Governance Newsletter. . Ch. Mar. 31, 2016) involved a D&O advancement claim by Joel Hyatt and Albert Gore, Jr., both former members and directors, and Hyatt a former officer, of Current Media LLC, against its acquirer, Al Jazeera.
United States
14 Sep 2016
Doing Deals With Competitors: Beware Of Taking Minority Equity Stakes Or Board Seats
On July 14, 2016, the Department of Justice reached a settlement with parties to an asset acquisition that the DOJ said would create an unlawful
United States
31 Aug 2016
United States
11 Jul 2016
NASDAQ Proposes Golden Leash Disclosure Rule
The debate over "golden leash" arrangements—payment agreements made between stockholders and their director nominees, often in connection with shareholder activism—recently ramped up when NASDAQ proposed a change to its Listing Rules.
United States
6 Apr 2016
The SEC's Blueprint For Dealing With Proxy Access Proposals
The SEC publicly released 18 no-action letters on February 12, 2016, relating to proxy access proposals under Rule 14a-8.
United States
16 Mar 2016
Parties Involved In Major Corporate Transactions May Find New York A Hospitable Forum For Defending Stockholder Actions
Although Delaware still reigns as the leading forum for merger and acquisition litigation, stockholder plaintiffs have, in recent years, filed a substantial number of lawsuits in other jurisdictions.
United States
3 Mar 2016
Significant 2015 Decisions Affecting Private M&A: Part 1
The following compilation is Kaye Scholer's second annualreview of significant Delaware court decisions relating to private merger and acquisition transactions and disputes.
United States
3 Feb 2016
Significant 2015 Decisions Affecting Private M&A
As a second argument, Incline attempted to avoid the exclusive representations language by claiming that it did not apply in the case of fraudulent omissions.
United States
18 Jan 2016
Gender Diversity And The Value In 'Refreshing' Boards
Earlier this year, I had the opportunity to speak to the chairman of the board of Ericsson. I complimented him on the gender diversity achieved on his board of directors; at the time, out of 11 nonunion board members, Ericsson had four women directors.
United States
7 Dec 2015
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