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We are very pleased to present the 2025 edition of our Luxembourg corporate law-focused case law briefing, curated by the A&O Shearman Luxembourg Corporate/M&A team. In this edition, we focus on the 2024 calendar year...more
This article is the second of a three-part series analysing the decision of Justice Martin in Glendina Pty Limited & Ors v NKWE Platinum Ltd (2025) SC (Bda) 15 Civ – the first “fair value” appraisal claim under section 106...more
On 5 June 2025, the GC100 and Investor Group published an updated version of their Directors’ Remuneration Reporting Guidance. This revision reflects evolving best practices and incorporates changes introduced by the...more
The United States District Court for the Southern District of California, applying California law, has held that an exception within an insured vs. insured (I v. I) exclusion of a D&O policy restored coverage for a suit...more
Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue we discuss...more
In a recent decision, the Eastern Caribbean Supreme Courts’ Court of Appeal reaffirmed the statutory rights of directors under the BVI Business Companies Act, 2004 (the “BCA”) to inspect company documents, including...more
The English Court of Appeal’s recent decision in Saxon Woods Investments Limited v. Francesco Costa ([2025] EWCA Civ 708) provides clarification on the application of directors’ fiduciary duties and the interpretation of good...more
In addition to the normal operational and legal risks associated with owning and managing portfolio companies, 2025 has introduced or exacerbated a wave of geopolitical and macroeconomic risks such as inflation, tariffs,...more
As we await word as to who the next Corp Fin Director is, I thought it might be useful to investigate where these folks typically hail from. Below is an analysis of this list of Corp Fin Directors that I created long ago on...more
On May 14, 2025, Texas Governor Greg Abbott signed Senate Bill 29 (S.B. 29) into law, aiming to attract more entities to form in and relocate to Texas. The bill amends the Texas Business Organizations Code to enhance legal...more
On May 14, 2025, Texas Governor Greg Abbott signed Senate Bill 29 (SB 29), which had been passed by the Legislature on May 7. The Bill, effective immediately, amends various provisions of the Business Organizations Code to...more
Proxy advisors, and specifically ISS and Glass Lewis, are in the business of advising asset managers on whether to vote for or against the thousands of director nominees and proposals that are presented to shareholders each...more
It’s always wise to hope for the best but plan for the worst, and, with global rates of dementia on the increase, planning for incapacity should be part of everyone's wealth and succession strategy. Where the assets held...more
On 26 October 2023, the ECCTA became law, overhauling key aspects of the UK’s legal framework on corporate and economic crime. The changes introduced by the ECCTA are being implemented in stages, with certain provisions of...more
On March 25, 2025, Delaware enacted an amendment (the “Amendment”) to Section 220 of the Delaware General Corporation Law (“DGCL”). The Amendment clarifies what materials constitute a corporation’s “books and records.” It...more
On March 25, 2025, significant amendments to the General Corporation Law of the State of Delaware (the DGCL), intended to provide greater certainty to transaction planners in light of recent Delaware case law developments,...more
Nevada's exculpatory statute, NRS 78.138(7), requires a plaintiff to both rebut a statutory presumption of good faith and prove a breach of fiduciary duty involving intentional misconduct, fraud, or a knowing violation of the...more
2024 was a standout year for the Directors and Officers (“D&O”) insurance market, as the industry navigated legislative upheaval and case law developments with remarkable resilience. Despite increasing mass-shareholder...more
The Economic Crime and Corporate Transparency Act 2023 (the Act) is part of a legislative package to increase corporate transparency, improve the integrity of information filed at Companies House and thereby prevent the abuse...more
There is significant complexity to the process of protecting a company and its directors and officers as they undertake the process of going public. This resource is your guide to the D&O insurance process for de-SPAC...more
In a notable opinion that impacts how Delaware corporations consider advancement of litigation expenses to their officers and employees, the Delaware Chancery Court signaled that, when corporations grant a right to...more
Courts are wont to say that Section 2116 of the California Corporations Code codifies the internal affairs doctrine. See Villari v. Mozilo, 208 Cal. App. 4th 1470, 1478 n.8 (Cal. Ct. App. 2012) (“Corporations Code section...more
The California Revised Uniform Limited Liability Company Act, Cal. Corp. Code § 17701.01 et seq., clearly authorizes the appointment of officers...more
Our Securities Litigation and Securities Groups review revisions proposed by the Delaware State Bar Association’s Corporation Law Council to a Delaware bill (SB 21) that would significantly impact the state’s statutory...more
Directors’ decisions face intense scrutiny during times of financial distress. A structured approach can protect stakeholder value and minimize liability....more