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
1. Types of Business Entities - Italian law provides multiple forms of organizational structures to do business in Italy. They differ from one another due to the extent of liability undertaken by its members. In...more
For those planning for a virtual-only annual shareholders meeting, here are a non-exhaustive list of issues to consider (these also apply to hybrid meetings, which also have other issues to ponder given the in-person...more
We are often asked by clients to assist them in preparing for and holding their annual meetings of stockholders. A variety of materials provide guidance on the major components of an annual meeting, such as proxy statement...more
On February 11, 2025, Institutional Shareholder Services (ISS) announced that it is suspending the consideration of diversity factors when making voting recommendations for directors at U.S. public companies. ISS’s press...more
The two most common forms of legal entities incorporated in Brazil are the limited liability company (“Limitada”) and the corporation (“S.A.”). These are considered the most attractive types of companies given that they are...more
Over the past decade, Maryland-incorporated real estate investment trusts ("REITs") have been under increasing pressure to eliminate or reduce defenses against unsolicited takeovers. Boards have been declassified, directors...more
In yesterday's post, I discussed Tuli v. Specialty Surgical Center of Thousand Oaks, LLC, 2024 WL 4499271 (Oct. 16, 2024) and whether alleged personal animosity vitiated application of the business judgment rule to the...more
Despite being home to the Silicon Valley, California has not embraced with abandon virtual-only meetings of shareholders. Section 600(e) of the Corporations Code currently does not permit virtual only meetings unless one of...more
At a Glance - This guide outlines some of the basics about preparing for and conducting an annual stockholder meeting of a Delaware corporation....more
TYPES OF BUSINESS ENTITIES - In the Netherlands, there is a distinction between entities which qualify as legal entities (‘rechtspersonen’) and partnerships (‘personenvennootschappen’) which do not. Legal entities are...more
1. TYPES OF BUSINES ENTITIES - 1.1 Description of the types of entities available in each jurisdiction through which to conduct business - • Limited companies: Corporation and Limited Liability Company - When...more
Introduction to Taiwan - In less than 50 years starting from 1949, Taiwan went from an agriculture-based economy to being an economic powerhouse and leader in the field of high-tech goods. Its Gross Domestic Product...more
Closed-end investment companies registered under the Investment Company Act of 1940, as amended (the "1940 Act"), have proven to be a product sought by many investors, especially individuals. Despite their appeal to long-term...more
Glass, Lewis & Co (Glass Lewis) and Institutional Shareholder Services (ISS) have each released updates to their Canadian proxy voting guidelines for the 2024 proxy season. The Glass Lewis updates apply to shareholder...more
The two most common forms of legal entities incorporated in Brazil are the limited liability company (“Limitada”) and the corporation (“S.A.”). These are considered the most attractive types of companies given that they ...more
Historically, a meeting necessarily meant a physical encounter. Indeed, the word "meet" can be traced to the Anglo Saxon word metan which means to encounter or meet. So it was that shareholder meetings involved the presence...more
Under the California General Corporation Law, a shareholder whose shares are pledged is entitled to vote those shares until the shares have been transferred into the name of the pledgee. Cal. Corp. Code § 702(c). There are...more
South Carolina-chartered corporations may now hold virtual meetings of shareholders whereby shareholders and proxy holders not physically present at the annual or special meeting location may participate by means of remote...more
Increasingly, many small-cap and microcap public companies are failing to secure stockholder approval of critical proposals, particularly for reverse stock splits and authorized share increases. With heavy concentration of...more
Introduction to Taiwan - In less than 50 years starting from 1949, Taiwan went from an agriculture-based economy to being an economic powerhouse and leader in the field of high-tech goods. Its Gross Domestic Product (GDP)...more
1. Types of Business Entities - 1.1 Premises - The Italian law provides multiple forms of organizational structures in order to do business in Italy, which differ from one another due to the extent of the liability...more