Avoiding a Bored Board
Compliance Tip of the Day: COSO Governance Framework: Part 2, Oversight
Daily Compliance News: July 11, 2025, The What is a COI Edition
Five Tips for a New Public Company Director
Everything Compliance: Shout Outs and Rants: Episode 156
Compliance Tip of the Day – COSO Objective 1 – Control Environment
Sunday Book Review: June 15, 2025. The Books on Corporate Governance Edition
Compliance Tip of the Day: Board Oversight on Internal Controls
Great Women in Compliance: Board Bond - Why Ethics & Compliance Professionals Should Be on Boards and How to Get on One
Tariffs and Trade Series: What Boards of Directors Need to Know
Third-Party Risk The competitive world of banking struggles to keep up with technological advances, particularly in a regulatory environment.
The Privacy Insider Podcast Episode 4: Don't Be Evil: In the Hot Seat of Data Privacy, Part 1
REFRESH Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation
REFRESH Nonprofit Basics: Designators, Members, Directors, Officers - The Who’s Who of Nonprofit Governance
“Monsters, Inc.” y el buen gobierno corporativo
Market Leaders Podcast Episode 94: Exploring the Perils of Optics-Driven DEI Initiatives with Guest Mira Dewji
AGG Talks: Cross-Border Business Podcast - Episode 16: The Political and Legal Maze of ESG in the U.S. and Abroad
Episode 322 -- Checking in on Caremark Cases
Compliance into the Weeds: What Are Boards Doing About AI (Hint: Not Much)
Conflictos de interés en Colombia, nueva regulación
In this issue, we recap significant developments in the Delaware courts affecting corporations, their boards and managements. Don’t Call It a Comeback: A Decade Later, the Corwin Doctrine Still Packs a Knockout Punch - ...more
The survey results from this “What Directors Think” publication from Corporate Board Member, Diligent Institute and FTI Consulting are based on the thoughts of more than 200 US public company directors. Here are a dozen...more
As scrutiny around diversity, equity, and inclusion, or “DEI,” programs grows, boards are caught in the middle of legal exposure, governance, and risk management. If it’s not lawsuits alleging that DEI commitments were...more
Quelque chose de relativement rare s’est produit au premier trimestre de 2025 dans le domaine des fusions et acquisitions (« F&A ») de sociétés ouvertes au Canada : Une proposition prétendument « supérieure » à celle visée...more
Not to be outdone by Delaware and Texas, the Nevada Senate voted unanimously on May 21, 2025, to adopt Assembly Bill No. 239 (AB 239), which provides for significant amendments to the Nevada Revised Statutes (NRS) governing...more
In Jacobs v. Akademos, the Delaware Chancery Court ruled that a cash-out merger that provided common shareholders in a privately held corporation, Akademos, Inc., with no value was nonetheless entirely fair. This decision...more
On March 25, 2025, the governor of Delaware signed into law significant changes to Section 144 of the Delaware General Corporation Law (“DGCL”). The changes provide safe harbors to Boards of Directors and controlling...more
The annual DGCL amendments this year carry a little more urgency than before. SB21 was rushed through to the Delaware Senate in mid-February, bypassing the normal process that involves recommendation by the Council of the...more
Strengthening Board Control - OpenAI is exploring governance changes that would grant its nonprofit board enhanced voting rights to prevent a hostile takeover by Elon Musk. This move follows Musk’s $97.4 billion bid, which...more
On February 17, 2025, Senate Bill No. 21 was introduced in the Delaware State Senate to amend the Delaware General Corporation Law (DGCL)....more
In an opinion late last month, the Delaware Supreme Court brought a close to the long-running shareholder litigation regarding Oracle’s 2016 purchase of NetSuite. The decision provides instruction for how significant minority...more
Delaware’s rigorous fairness standards for transactions involving controlling shareholders have recently come to the forefront of the Chancery Court’s docket. The Transaction...more
On January 7, 2025, Vice Chancellor Glasscock issued a 68-page post-trial decision in Manti Holdings, LLC v. The Carlyle Group Inc., in which he rejected plaintiffs’ claims of breach of fiduciary duty in connection with the...more
In this issue, we explore ongoing corporate law issues involving controlling stockholders, with significant decisions anticipated from the Delaware Supreme Court in 2025; the rise in litigation over earnout provisions in...more
Below is our Corporate / M&A decisions update covering decisions in the second quarter of 2024. Decisions from the Delaware Court of Chancery this quarter included further development of the jurisprudence around the validity...more
This article, the first in a multi-part series on M&A in insurance, considers the change of control regime under the Bermuda Insurance Act 1978 (the “Insurance Act”) as it applies to shareholder controllers of Bermuda...more
Just like the romantic union of global pop superstar Taylor Swift and Super Bowl champion Travis Kelce, in the business world, combinations of similarly sized companies – or so-called mergers of equals – can yield positive...more
Nevada famously limits directors and officers from personal liability. However, it would be an overstatement to say that Nevada is a "liability free" jurisdiction. For example, the Nevada Supreme Court recently held that...more
The Chief Financial Officer (CFO) plays a critical role in orchestrating the financial strategy of the company. With massive amounts of capital stockpiled by private equity (PE) firms and ready to be deployed, the demand for...more
The proposed amendments would address recent case law decisions in Activision, Moelis and Crispo that uprooted well-established market practice with respect to the enforceability of certain provisions of stockholder...more
In the recent Happy Lamb decision Zacaroli J had to consider an application to amend pleadings in an unfair prejudice action (under section 994 of the Companies Act 2006 ("CA 2006")) to include a declaration as to the legal...more
2023 was a busy year, with both the Delaware courts and others, including the U.S. Supreme Court, weighing in on shareholder and M&A litigation issues. The Delaware Court of Chancery issued several notable decisions on issues...more
The last several months have marked an extremely busy time in Delaware corporate law, with regard to decisions out of the Delaware courts, proposed legislative responses, and shifting market practices. In recent weeks in...more
On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) in order to align the DGCL’s provisions...more
Managing Deal Risks in a Challenging Regulatory Environment: Strategies and Deal Terms With antitrust and other regulators scrutinizing mergers more closely, it is crucial for companies to negotiate terms to mitigate and...more