Nonprofit Basics: Conflict of Interest Policies and Best Practices for Approving Insider Compensation
FCPA Compliance Report-Episode 330 Robin Bew and Henry Stoever of the NACD
FCPA Compliance and Ethics Report-Episode 119-FCPA Year in Review, Part I
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
At what point do the steps a director takes to establish a competing business before resigning become unlawful? In the recent case of Cheshire Estate & Legal Ltd v Blanchfield & Ors, the Court of Appeal considered whether two...more
Directors can play a key role in the success of start-ups and scale-ups in both the UK and the U.S. However, differences between legal frameworks and governance norms, as well as the experience and approach applied by...more
Two recent English cases illustrate a strict and a more flexible approach by the courts when considering whether the signing of a legal document has complied with, or is rendered ineffective by non-compliance with, prescribed...more
It is an old rule of English law that the only person who can sue for a wrong done to a company is the company itself. Related to that rule is the principle that an individual shareholder cannot bring a personal claim for a...more
In a potentially precedent-setting case, 11 directors of global energy company Shell Plc (formerly Royal Dutch Shell Plc) are being sued in their personal capacity over the company’s energy transition strategy. The claim,...more
Economic downturns can put both companies and their boards to the test. An important judgment from the U.K. Supreme Court in October 2022, the Sequana case,1 clarifies the obligations of directors of a company facing the...more
Summary - The Supreme Court has delivered its long-awaited decision in BTI 2014 LLC v. Sequana S.A. [2022] UKSC 25. It is a significant decision for the law of directors’ duties. For the first time the UK’s highest...more
Elon Musk recently said he has a "super bad feeling" about the economy, pithily declaring what most financial commentators have been predicting in more technical terms....more
Directors have significant ongoing duties towards the company they lead, including taking the changing factual landscape into account. This should include learning lessons from the recent disruption of global supply chains....more
Introduction - The COVID-19 pandemic presents directors of all business entities with a profound and unprecedented set of challenges. Now more than ever, key decision-takers in businesses appreciate that their actions will...more
Following settlement negotiations with the parties concerned the Competition and Markets Authority (CMA) published on 31st May 2019 a non-confidential version of its decision in which it found six office fit-out firms had...more
Welcome to this the fifth edition in our series of surveys on directors’ liabilities, brought to you by the international law firm Allen & Overy LLP and the global advisory broking and solutions company Willis Towers Watson. ...more
There was an implied duty on the directors of a company not to act unreasonably, arbitrarily or capriciously when deciding whether to give their consent to shares being bought under an option agreement. The decision is a good...more
As discussed, in a speech delivered in July, the about-to-be new U.K. Prime Minister and leader of the Conservative Party, Theresa May, advocated strenuously for a number of corporate governance reforms, an approach she...more
The term “board refreshment” may elicit some giggles – no, we’re not talking about shots of The Balvenie 50-Year Old Single Malt Scotch Whisky, Speyside, Scotland – but the topic of director tenure is increasingly becoming...more