Lots of advisers at this time of year circulate publications relative to the upcoming proxy season, and the obligations of boards of directors. This is the year of “rethinking risk.” Boards are advised to “assess risk” in the following areas: … Continue reading
Category Archives: The Law
Ever since the Supreme Court established the rights of corporations to exercise “political” speech (Citizens United), debates have raged concerning ground rules for corporate political action. Sometimes the general public “votes with its purse” with respect to popular or unpopular … Continue reading
Occasionally we are reminded that securities law scams are not only illegal, but also often prey on the worst instincts of their victims. Yesterday, the SEC announced a formal warning to the investing public not to be tricked into offerings … Continue reading
Yesterday, Professor Lawrence Lessig joined the parade of famous people who have sued the New York Times, over the years, for an almost inexhaustible list of alleged defamations. This particular lawsuit is interesting in two different ways. First, the defamation … Continue reading
The usual question put to C suite executives and directors, in an effort to jumpstart a panel or an interview, is: “What keeps you up at night?” That list for the upcoming proxy season seems to include the following: management … Continue reading
The Second Circuit on Monday made insider trading a lot more risky by permitting the government to assert a criminal complaint against a tipper without showing that the tipper received personal benefit by reason of providing the tip. Over the … Continue reading
Somewhat below the radar screen, in late October the FDA has changed the ground rules concerning manufacture and distribution of homeopathic drugs. Refusing to endorse the then-status quo policy by issuing an official regulation, the FDA stated that the current … Continue reading
Earlier this month, the SEC proposed amendments affecting the process by which shareholder proposals are evaluated for inclusion in public company proxy statements. In the proposed amendments, the SEC has maintained the $2,000 minimum ownership requirement, but shareholders seeking a … Continue reading
It is boom time, particularly in the tech sector, and CEO compensation is climbing. Comp consultants are in their heyday. Twenty-five years ago, comp consultants were hired by management; today they are hired by boards of directors to figure out … Continue reading
On Monday of this week the SEC addressed its enforcement initiatives for the coming year. No major changes, but things to note: The Commission lacks staff to police all issues, including cyber issues. It expects all companies to have a … Continue reading