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
Most federal private securities litigation is brought under Section 10(b) of the Exchange Act and Section 11 of the Securities Act. These two provisions are responsible for most of the big-ticket securities class actions that...more
It has been one year since the Canadian Securities Administrators (the CSA) introduced the listed issuer financing exemption (the LIFE Exemption) under Part 5A of National Instrument 45-106 Prospectus Exemptions, which is...more
As you are likely aware, Rule 14a-19 (the "Universal Proxy Rules") of the Securities Exchange Act of 1934, as amended, went into effect for stockholder meetings held after August 31, 2022. The Universal Proxy Rules...more
Last week, the Securities and Exchange Commission (SEC) filed a complaint in U.S. District Court against a company’s director, former CEO and former CFO for allegedly making false and misleading statements to the company’s...more
In its highly anticipated decision in Salzberg v. Sciabacucchi, No. 346, 2019 (Del. Mar. 18, 2020), the Delaware Supreme Court confirmed the facial validity of a provision contained in certificates of incorporation of many...more
A recent decision by the U.S. Court of Appeals for the Third Circuit offers an important reminder of the distinction between the roles (and exposure to liability) of corporate directors and board observers. In a precedential...more
The Delaware courts issued a number of significant decisions in 2018 that are likely to have ripple effects throughout 2019. Among them were a series of cases that further developed the parameters of the Corwin and MFW...more
On December 21, 2016, the SEC charged the former Director of Fixed Income for the New York State Common Retirement Fund (the “NYSCRF”) with allegedly steering billions of dollars of NYSCRF assets to two broker-dealers in...more
In an enforcement sweep recently brought by the U.S. Securities and Exchange Commission (“SEC”), 28 officers, directors and major shareholders were charged with violations of the reporting requirements relating to equity...more
In a recent speech, SEC Chair Mary Jo White put directors of public companies on notice of their responsibility as “essential” and “important” gatekeepers upon whom their investors and the SEC rely. Chair White described...more