Validity of Shareholder-Proposed Option Repricing By-Law Not Ripe For Adjudication
Cadwalader, Wickersham & Taft LLP
Noting that it did not want "to encourage corporations to seek advisory opinions about important issues of Delaware.
Counseling The Audit Committee
Stephen D. Poss, P.C. of Goodwin Procter LLP
Steve Poss, Co-Chair of the Corporate Governance and Securities Litigation Group at Goodwin Procter LLP, participated in the presentation on counseling the audit committees of corporate boards of directors. Mr. Poss first took the audience through the evolution of corporate governance over the last 40 years.
Minute Books and Other Minutiae
Richard N. Drake of Womble Carlyle Sandridge & Rice, PLLC
O.K., be honest. How many of you who own or manage corporations maintain your minute books (or even know where you.
These Settlements are the Beginning
W. Michael Scott of Beirne, Maynard & Parsons, L.L.P.
The WorldCom settlement was recently torpedoed by the investment bank defendants in the case. The Judge agreed with their argument that the proposed settlement improperly limited a potential damages reduction for the directors' responsibility to which the banks would be entitled. Nevertheless, as a firm of trial lawyers primarily representing businesses in litigation, we expect that unhappy shareholders will continue the trend and we will see more cases where plaintiffs seek to hold directors personally liable for mismanagement occurring during their tenure.
Del. Ct. May Appoint Custodian When Shareholder Deadlock Bars Election of Quorum of Directors
Cadwalader, Wickersham & Taft LLP
The Delaware Chancery Court recently held that it is empowered under Delaware statutory law to "appoint a custo.
Recent Law on Financial Security Improves Corporate Governance in France
Vincent Trevisani of Winston & Strawn LLP
Law nð 2003-706 of August 1, 2003 on financial security (Loi de Sécurité Financière) was adopted by the French Parliament one year after the U.S. "Sarbanes-Oxley" Act with the same objective of restoring the trust of the investors in the French markets. This briefing focuses upon those provisions of the Reform that impact French corporate governance practices and that require immediate attention from a compliance standpoint.
Jones Apparel: Eliminating Board Discretion By Charter Provision
Michael K. Reilly and Charles T. Williams, III of Potter Anderson & Corroon LLP
The General Corporation Law of the State of Delaware empowers a corporation to create, define, limit or regulate, by charter provision, certain powers of its board of directors or stockholders so long as the charter provision does not violate the laws of the State of Delaware. Practitioners, however, generally have been cautious when advising corporations with respect to the adoption of charter provisions limiting the power granted to the board of directors or the stockholders of a corporation by a provision of the General Corporation Law.
Collecting Commercial Accounts Receivable --Obtaining A Personal Guarantee Of Payment
Grim, Biehn & Thatcher
In the first article in this series, I discussed the necessity of a well drafted written Credit Application and Agr.
Liability for Acts of Dissolved Corporation
William F. Frey of Honigman Miller Schwartz and Cohn LLP
Where defendant corporation entered into contracts while it was dissolved as a matter of law, once corporation is r.
An Independent Process for Compensation Committees Post-Sarbanes
Gordon S. Kaiser of Squire, Sanders & Dempsey L.L.P.
Executive compensation and the actions of compensation committees clearly will be the next focus for corporate governance's bright light. Lawyers can help companies prepare for this scrutiny by developing a process that ensures independent analysis of executive, and particularly CEO, compensation.
DWT Releases Comments on OIG'S Issuance of Compliance Resource Guide for Corporate Boards
of Davis Wright Tremaine LLP
The Office of the Inspector General of the Department of Health and Human Services (OIG), working in collaboration with the American Health Lawyers Association, just published Corporate Responsibility and Corporate Compliance: A Resource for Healthcare Boards of Directors ("Board Compliance Guide"). In the wake of Enron, Sarbanes-Oxley and various agency pronouncements, unprecedented attention is being given to the roles and responsibilities of corporate boards.
Summary of 2004 Amendments to the Delaware General Corporation Law and the Constitution of the State of Delaware
John F. Grossbauer and Nancy N. Waterman of Potter Anderson & Corroon LLP
A number of amendments to the Delaware General Corporation Law (the "DGCL") have been adopted by the Delaware General Assembly and signed into law. The changes became effective on August 1, 2004. While many of the amendments are technical in nature, several important changes have been made to Sections 102, 152 and 303 of the DGCL.
Ensuring Corporate Compliance: A Guide for Directors
Michael L Goldblatt
On the 10-year anniversary of the Federal Sentencing Guidelines, an experienced in-house counsel describes roles for the board, management, and employees.
Director and Officer Liability Changes Loom in Post-Enron Proposals
David E. Brown of Alston & Bird LLP
In the past several months, Congress has held extensive hearings and members of Congress have introduced dozens of bills on a wide range of issues emanating from the Enron collapse. Many of the proposals-particularly ones originating in Congress-have the potential to seriously affect director and officer obligations and liabilities.
D & O Liability Policies
Alan Jay Kaufman of Kaufman, Payton & Chapa
Directors and Officers (D&O) Liability Insurance Policies have historically had great importance to public corpor.