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Board of Directors Corporate Governance Legislative Agendas

Jones Day

Will the 'Business Judgment Rule' Be Bigger (and Better) in Texas?

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On February 27, 2025, Senator Bryan Hughes (R-Tyler) filed Senate Bill 29 (S.B. 29), proposing several corporate reforms designed to cement Texas as the premier business-friendly jurisdiction in the nation. If enacted, S.B....more

Wilson Sonsini Goodrich & Rosati

Delaware Enacts Landmark Corporate Law Amendments

On March 25, 2025, the Delaware legislature and Governor enacted landmark amendments to the Delaware General Corporation Law that will have significant impacts for Delaware corporations and transaction planning. The...more

Cooley LLP

Will an opt-in mechanism resolve the melee over Delaware’s controversial SB 21?

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As widely reported, the Delaware legislature has responded to increasing chatter and speculation about the intentions of some companies—as well as action in some cases—to change their states of incorporation from Delaware to...more

Butler Snow LLP

A “Course Correction” to Delaware’s General Corporation Law May be on the Horizon

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On February 17, 2025, the Delaware General Assembly introduced a bill seeking to amend two sections in the General Corporation Law: Sections 144 and 220 of Title 8. On March 12, 2025, the Senate introduced a substitute for...more

Skadden, Arps, Slate, Meagher & Flom LLP

Proposed 2025 Amendments to the Delaware General Corporation Law

For decades, Delaware has been widely regarded as the leading forum for incorporation in the United States. More than half of all publicly traded U.S. companies, including more than two-thirds of the Fortune 500, have made...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Winter 2025

Boards face a multitude of challenges, and opportunities, with the change in administrations. As we describe in the latest issue of The Informed Board, the new administration is forcing companies to reexamine their approaches...more

Skadden, Arps, Slate, Meagher & Flom LLP

ESG: A Review of 2024 and Key Trends To Look for in 2025

In this article, we reflect on key trends in ESG over the second half of 2024 and look ahead at trends that may emerge in 2025. We analyze developments in the latter half of 2024, which were similar to those highlighted in...more

A&O Shearman

Manslaughter in the workplace: criminal liability of the entire Board of Directors

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A recent Italian Supreme Court decision has affirmed the criminal liability of an entire Board of Directors, even when powers have been delegated, in a case of manslaughter resulting from safety regulation violations. In the...more

DarrowEverett LLP

How New Delaware Amendments Impact Stockholder, Merger Agreements

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Over the summer, Delaware enacted a number of amendments to the General Corporation Law of the State of Delaware (the “DGCL”). The amendments were largely crafted in response to several recent decisions by the Delaware...more

A&O Shearman

Gender diversity on corporate boards - 2024

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What to expect from the new EU Women on Boards Directive, including the practical changes for your management structure and the impact on the national legislation of each Member State. Women continue to be significantly...more

KPMG Board Leadership Center (BLC)

[Webinar] Geoeconomic outlook: Post-election and beyond - September 19th, 11:00 am - 12:00 pm ET

Join the KPMG Board Leadership Center and Eurasia Group for a timely discussion about post-election scenarios and the implications for doing business in an increasingly fragmented and volatile world. With companies facing two...more

White & Case LLP

Italy – New Capital Markets Law

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The Italian legislature enacted new measures , effective from March 27, 2024, to attract new investors to the Italian capital markets and rationalize corporate governance dynamics (the "Capital Markets Law")....more

Skadden, Arps, Slate, Meagher & Flom LLP

Corporate Trends and Financing - March 2024

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

Skadden, Arps, Slate, Meagher & Flom LLP

Broad Reforms to China’s Company Law Will Affect Most PRC Companies

On December 29, 2023, China enacted the amended Company Law of the People’s Republic of China (Amended PRC Company Law), which will come into effect on July 1, 2024. These are some of the most significant changes to the laws...more

Conyers

Directors in the Firing Line

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While those running companies may be aware of the numerous management and accounting breaches that can give rise to civil liability, there is generally less recognition of the possibility that breaches can also give rise to...more

A&O Shearman

New UK 'failure to prevent' fraud corporate criminal offence

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A draft ‘failure to prevent fraud’ corporate criminal offence will render large companies liable for fraud committed by their associates. We consider the draft offence and implications for businesses....more

A&O Shearman

New UK 'failure to prevent' fraud corporate criminal offence published - Update 9/6/2023

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A draft ‘failure to prevent fraud’ corporate criminal offence will render large companies liable for fraud committed by their associates. We consider the draft offence and implications for businesses....more

Fenwick & West LLP

Diversifying the Boardroom: What Silicon Valley-Based and Other Large Public Companies Disclosed in 2022

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The intense focus on board diversity from a variety of stakeholders over the last several years has spurred many companies to examine the composition of their boards and to take action to diversify their boardrooms. While the...more

Jenner & Block

Client Alert: Women on Boards Directive – A Crack in the Glass Ceiling, but Does It Go Far Enough?

Jenner & Block on

Women make up just 30.6% of board directors for the largest listed companies in the European Union (EU). In a bid to “break the glass ceiling of listed companies’ boards,” the European Parliament adopted a new law on 22...more

Sheppard Mullin Richter & Hampton LLP

Los Angeles Superior Court Invalidates California Law Requiring Gender Diversity on Company Boards

In Crest v. Padilla, No. 19STCV27561, 2022 WL 1565613 (Cal. Super. May 13, 2022), the Superior Court of California for the County of Los Angeles (Duffy-Lewis, J.) issued a decision following a bench trial finding that Senate...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more

Mayer Brown Free Writings + Perspectives

Bills Promoting Board Diversity Advance in Congress

Earlier this month, the U.S. House Financial Services Committee passed, with overwhelming bi-partisan support, three bills to promote gender, racial and ethnic diversity on corporate boards. Although there has been progress...more

Akerman LLP - Health Law Rx

A Wake Up Call for Hospital Boards

The Georgia Legislature recently passed House Bill 321 (the Act) adding a new code section (O.C.G.A. §31-7-22), which imposes significant financial and business transparency requirements on certain hospitals in Georgia,...more

McDermott Will & Schulte

Corporate Law & Governance Update - April 2019

DIRECTORS AS VENDORS - A new controversy at a large health system highlights the legal and reputational challenges that can arise when directors sell services to the organizations they serve as fiduciaries. According to...more

Akin Gump Strauss Hauer & Feld LLP

Podcast: Cybersecurity and the Boardroom

In this episode, the third of three building on Akin Gump’s annual Top 10 Topics for Directors report, partner Michelle Reed discusses the critical question of cybersecurity and the corporate world. Among the topics covered: ...more

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