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
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
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
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
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
The UK Takeover Panel (Panel) has made its first-ever compensation order under the statutory powers granted to it under the Companies Act 2006 (CA 2006). It has also issued “cold shoulder” orders against 10 individuals, the...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
This article considers the key issues a dissenting creditor or shareholder (Dissenting Stakeholder) should consider when challenging a UK Restructuring Plan (Plan) under Part 26A of the Companies Act 2006. For convenience,...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
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
Company directors who act in breach of their statutory and fiduciary duties can face disqualification for up to 15 years pursuant to the Company Directors Disqualification Act 1986 (CDDA). Prior to 15 February 2022, civil...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
Premium-listed companies have been put under pressure to make their boards representative of their employees by the revised UK Corporate Governance Code. ...more
A Hogan Lovells client note discussing the conflicts of interests duties imposed on directors by the Companies Act 2006. ...more
A client note providing an introduction to the main duties which directors of UK companies owe to their company under the Companies Act 2006. ...more
A monthly newsletter covering topics of interest in the field of UK corporate law including mergers and acquisitions, listed companies, equity capital markets, corporate governance and general company law. ...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
From October 2016 no person, other than a natural person, will be able to be appointed as a director of a company formed and registered under Companies Act 2006 (the Act) or Companies Act 1985[2], unless that company is the...more