Caremark is a notable Delaware Court decision establishing the principle that, while corporate directors are protected from suit based on errors made in good faith and without self-interest, directors nonetheless can be liable if they simply ignore significant corporate matters … Continue reading
Stephen Honig
Today’s news brings word of the filing yesterday of a Delaware class action brought by Uber shareholders against directors for approving the acquisition of a company formed by a defecting Google employee who is accused of downloading trade secrets … Continue reading
An expert panel convened this week by the National Association of Corporate Directors – New England identified current issues occupying compensation committees as they begin to engage on policies for the coming fiscal year. One surprise: tremendous attention to the … Continue reading
Confusion reigns. And that is an optimistic summary. You will not doubt recall that no one except the US Congress wanted to impose a disclosure requirement that public companies calculate and report the ratio of CEO pay to median pay … Continue reading
What are the ramifications for a corporate board when investor activists or investor-designating directors join? Todd Kraznow, a member of several boards including Carbonite, noted (at the NACD conference last week in Boston) that whether or not you accept an … Continue reading
At the end of a lengthy discussion of key board practices at the NACD Boston conference, a panel of senior corporate directors was asked, “what is the single most important secret of an effective corporate Board?” You might expect a … Continue reading
What is the current thinking on whether corporate boards should impose director term limits, or a maximum age for service? According to the National Association of Corporate Directors/New England panel, there is a risk, with either term limits or maximum … Continue reading
How do you build an effective board? It depends on the stage of the company, as different board needs arise at different points in corporate growth, according to an expert panel convened in Boston on October 17 by the New … Continue reading
Recently, the SEC voted to propose amendments to the regulation that defines the details of information required to be included in SEC filings by public companies, advisers and investment companies. Needless to say, Regulation SK has grown over time to … Continue reading
It is amazing how many corporations are set up “50-50,” which is to say two equal partners with equal ownership, and equal say on the board of directors. What happens when, over time, these shareholders come to violent disagreement? The … Continue reading