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
Seven years ago, I addressed the question of whether the board of directors of a California corporation could remove a fellow director...more
Of late, Harvard has garnered an abundance of attention regarding the continued incumbency of its President. Despite widely criticized testimony before Congress and the publication of allegations of plagiarism, the Harvard...more
Section 204(a)(10) of the California Corporations Code permits the articles of incorporation to include provisions eliminating or limiting the personal liability of a director for monetary damages in an action brought by or...more
Several years ago, I wrote about the various meanings of "person" in the California Corporations Code. All of the definitions mentioned in that post included corporations within the list of persons. If a corporation is a...more
In July, California Secretary of State Shirley Weber filed a petition for a writ of supersedeas in the California Court of Appeal with respect to the trial court's judgment in Crest v. Padilla. In that case, the trial court...more
California Corporations Code Section 22003 effectively deems directors to be all-knowing...more
The California General Corporation Law provides that any director may resign effective upon giving notice to certain specified persons, unless the notice specifies a later time for the effectiveness of his or her...more
In prescribing the duties of directors, California Corporations Code Section 309 provides that a director is entitled to rely on information, opinions, reports or statements prepared or presented by "counsel, independent...more
Publicly traded companies need to know whether a director qualifies as "independent" for a variety of reasons. Item 407 of Regulation S-K, for example, requires issuers to identify each director that is independent. In...more
Neither California nor Nevada require that a corporation have either a “lead independent director” or “presiding director” and yet many corporations state that they have such a position. Why?...more