Daily Compliance News: July 11, 2025, The What is a COI Edition
Nonprofit Basics: Conflict of Interest Policies and Best Practices for Approving Insider Compensation
Nonprofit Basics: Insider Transactions and Nonprofits – What’s the Big Deal?
Conflicts of Interest in Healthcare and Elsewhere
Payment for Order Flow (PFOF) and Gamification: Your Questions Answered
Bar Exam Toolbox Podcast Episode 124: Listen and Learn -- Duty of Loyalty (Corporations)
Law School Toolbox Podcast Episode 282: Listen and Learn -- Duty of Loyalty (Corporations)
What to Do When Your University, FBI, or DOJ Knocks on Your Door: Responding to University, Criminal, and Civil Investigations
Videocast: Asset management regulation in 2020 videocast series – The ADV season
Videocast: Asset management regulation in 2020 videocast series – DOL: What’s ahead
Podcast: Credit Funds: Compliance Considerations for Valuation
CONVERGE18-Preview Podcasts-David Bunker on COIs in the Gig Economy
Podcast - Credit Funds: A Framework for Addressing and Mitigating Conflicts of Interest
Day 7 of One Month to Better Investigations and Report-How Investigations Inform Remediation
Day 15 of One Month to Better Compliance Through HR-Employment Separation Issues
Bill Beutler on Editing Wikipedia
Rules for rewarding 'super' condo board members
Bill on Bankruptcy: US Airways Need a Merger More than AMR
Retired senior executives often receive, or seek out, public company directorships as the next step in their journeys. Before accepting, they should carefully evaluate key areas to make sure they are prepared for the...more
In a venture-backed startup, the composition of the Board of Directors plays a pivotal role. The selection of board members impacts the organizational balance of power, decision-making processes, investor confidence, and the...more
Litigation risk is an unavoidable aspect of running a business, but with thoughtful planning, exposure can be significantly reduced. From contractual disputes to employment disputes, potential legal challenges can arise at...more
In this episode, Mayer Brown partners Andrew Noreuil and Brian Massengill discuss this year’s amendments to the Delaware General Corporation Law, which have fundamentally altered the landscape for conflicted transactions. Our...more
While litigation risk is an unavoidable aspect of running a business, business owners can limit such risks with early planning. In this third installment of PilieroMazza’s blog series, “Managing Litigation Risk During the...more
In late March 2025, the Delaware General Assembly enacted, and Governor Matt Meyer signed, bipartisan legislation making significant amendments to the Delaware General Corporation Law (DGCL)....more
The latest edition of Davies’ Governance Insights is now available. In this issue, we review the Manti Holdings decision from Delaware. For boards, nominees and nominating shareholders, the decision is a reminder of the...more
Earlier this year, the ABA Standing Committee on Ethics and Professional Responsibility issued Formal Opinion 514 addressing a lawyer’s obligations for advising an organizational client when the advice might also be relied...more
Delaware amended the Delaware General Corporation Law (the “DGCL”) to create safe harbors for transactions involving directors, officers and controlling stockholders and to limit both the documents subject to and the purposes...more
In February 2025, the Delaware General Assembly introduced legislation to significantly amend Section 144 of the Delaware General Corporation Law (DGCL) to improve the legal framework surrounding transactions involving...more
The safe harbors provide protection against claims for equitable relief or damages, subject to certain limitations, as described below. The amendments became effective immediately for all acts and transactions, whether...more
On March 25, 2025, Delaware Governor Matt Meyer signed into law significant amendments to the Delaware General Corporation Law (DGCL) that are designed to reduce excessive stockholder litigation and reinforce the authority of...more
On February 17, 2025, significant amendments to the General Corporation Law of the State of Delaware (the DGCL) were proposed directly by the Delaware General Assembly via Senate Bill No. 21, signaling important updates for...more
On November 15, 2024, the Delaware Chancery Court ruled that a creditor aided and abetted a breach of fiduciary duty. The lawsuit came after Versa Capital Management LLC bought debt owed by BridgeStreet Worldwide, Inc., with...more
On January 10th, the United States District Court for the Northern District of Texas (the court) ruled that American Airlines, Inc. (American) and the American Airlines Employee Benefits Committee (together, the Defendants)...more
On January 7, 2025, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery issued a post-trial decision in favor of defendant, a private equity fund (the “Fund”), finding that the Fund’s sale of a portfolio...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
The corporate life of a nominee director has been characterized as having the potential to be “neither happy nor long.” In this Governance Insights article, we discuss the fundamental fiduciary considerations that nominee...more
On March 22, 2023, the US Securities and Exchange Commission (SEC) filed a complaint in US District Court for the Southern District of New York against Justin Sun, the owner of BitTorrent, Inc., a file-sharing platform; three...more
The roles and responsibilities of members of the board of directors of private companies are generally dictated by the fiduciary duties that such directors owe to the corporation and its stockholders. While a great deal of...more
For profit and non profit corporations are governed to benefit a corporation and its shareholders or, from the non profit perspective, its charitable purpose/members. Conflicts of interest present significant ethical hurdles...more
In recent years, we have seen boards and management increasingly grapple with a recurring set of governance issues in the boardroom. This publication is intended to distill the most prevalent issues in one place and provide...more
Executive Compensation Recoupment - The most recent development in the prominent University of Louisville Foundation controversy is the release of an independent analysis suggesting that its senior executive leadership was...more
In the risk mitigation business, we often focus on legal risks, such as anti-corruption, sanctions, export controls, antitrust and AML. As compliance programs mature, and the CCOs focus on proactive strategies, one key issue...more
The following developments from the past month offer guidance on corporate law and governance law as they may be applied to nonprofit health care organizations: BUSINESS ROUNDTABLE GOVERNANCE GUIDELINES - In an...more