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
Amid continuing reports of corporations reincorporating from Delaware, including Simon Property Group reincorporating from Delaware to Indiana, the location of its headquarters, and Texas and Nevada recently amending their...more
In Drulias v. 1st Century Bancshares, Inc. 30 Cal. App. 5th 696 (2018), the plaintiff was a shareholder in a Delaware corporation whose board of directors approved a merger agreement and at the same time adopted a forum...more
On February 19, 2025, the California Court of Appeal published a decision, Lin v. Board of Directors of PrimeCare Medical Network, Inc., 108 Cal.App.5th 1163, emphasizing California Business and Professions Code’s requirement...more
On March 25, 2025, Delaware enacted amendments to the Delaware General Corporation Law ("DGCL") that provide much-needed clarity, promote predictability for the benefit of stockholders and fiduciaries alike, and appropriately...more
On February 27, 2025, Senator Bryan Hughes (R-Tyler) filed Senate Bill 29 (S.B. 29), proposing several corporate reforms designed to ensure that Texas remains the premier business-friendly jurisdiction in the nation. If...more
Recent decisions in the Delaware courts have prompted many corporate groups to re-evaluate if Delaware is the best domicile for their operations. Delaware has been the first choice US jurisdiction for incorporating corporate...more
Delaware is the most common jurisdiction for public corporations and benefits from well-developed case law and a legislature that annually revises the corporate statute. The Delaware Chancery Court, however, often appears to...more
During over four decades of legal practice, any questioning the quality and predictability of the Delaware Court of Chancery was nothing short of heretical. That changed with one famous post by Elon Musk ("Never incorporate...more
Guernsey was the first jurisdiction to implement the protected cell company ("PCC"), doing so over 25 years ago. The PCC was originally created for use in insurance structures, although today it is also widely used for...more
On 8 October 2024, the Investment Association (IA) updated its Principles of Remuneration (and supporting guidance) (the IA Principles). These principles, and the accompanying guidance, are significantly more flexible and...more
On 20 March 2024, K2 Integrity hosted a webinar on the implications of the recent updates to the Global Internal Audit Standards (“Standards”). The discussion included David Hyman, senior vice president and senior audit...more
This guide offers an overview of legal aspects of bankruptcy, insolvency, and rehabilitation in the requisite jurisdictions. It is meant as an introduction to these marketplaces and does not offer specific legal advice....more
Ten years ago, I questioned in this space whether a Delaware forum selection charter provision would survive constitutional scrutiny if it involved a de facto waiver of a jury trial...more
The Ninth Circuit Court of Appeals recently agreed to rehear en banc the dismissal—based on a Delaware exclusive forum selection bylaw provision—of a shareholder derivative suit asserting violations of Section 14(a) of the...more
A significant change to the manner in which representation elections have been conducted during the COVID-19 pandemic is the increased frequency of mail-ballot elections – whereas, previously, such elections were extremely...more
In the midst of the COVID-19 crisis, the Virginia General Assembly had a busy 2021 session that consisted of a regular session and a subsequent special session during which it passed many different pieces of legislation that...more
It is that time of year. Summer vacations are in the books, schools are in session, and pumpkin spice lattes are back on tap. These signs of Fall also mean many Virginia community associations are in budget season....more
The demand for Special Purpose Acquisition Company (SPAC) formations in the Cayman Islands increased through the first quarter of 2021 following robust performance in 2020. Whilst the second quarter of 2021 has seen a...more
In Drulias v. 1st Century Bancshares, Inc., No. H045049, 2018 WL 6735137 (Cal. App. Dec. 21, 2018), the California Court of Appeal, Sixth Appellate District, affirmed an order staying a stockholder lawsuit brought in the...more
Yesterday's post told of Dick Plantagenet's "winter of discontent" when learned of Henry Tudor's demand to inspect the books, records, and minutes of his small Delaware corporation, Cwmni Cyfyngedig, Inc. ("CCL"). Henry...more
Several recent decisions applying Delaware law offer helpful insight about the impact that activist investor involvement has on board decision-making leading to a transaction and how those decisions will be reviewed by the...more
Previously, I’ve written how forming a U.S. affiliate can be like using a lightning rod for U.S. litigation risk. Properly used, a U.S. affiliate can help keep U.S. litigation risk away from the Irish/NI parent and its...more
On June 9, 2015, six federal agencies (“Agencies”) subject to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Act”) issued much-anticipated joint final standards (“Final Standards”) in accordance with...more
In This Presentation: I. Introduction – UK Consulting Company History: 1. Established UK company with foreign subsidiaries. Core business is sale of consulting services to E&P companies and proprietary software....more