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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
Davies’ Canadian Mergers & Acquisitions guide draws on our substantial cross-border M&A experience to offer guidance on both the legal framework and practical aspects of Canadian mergers and acquisitions, including critical...more
Directors of most for-profit U.S. corporations have long considered the corporation’s relationships with customers, employees, suppliers and the communities in which they operate — sometimes referred to as “stakeholders” — in...more
I wager that most readers of this post misunderstand the “business judgment rule” in some important regard, regardless of years of practice experience and whether you are a transactional or litigation corporate lawyer. It is...more
A recent Delaware court decision validates the trending practice to add specific limits on non-employee director pay in public company “omnibus” incentive compensation plans, to be approved by shareholders. ...more
In the last few years, Delaware courts have issued several rulings in lawsuits involving complaints of excessive compensation to non-employee directors (1). The takeaways from these cases can be summarized as follows...more
Overview of SPACs and Latest Trends - A number of recent successful business combination transactions involving special-purpose acquisition companies (SPACs) led by prominent sponsors have driven a resurgence in the SPAC...more