Searching Content indexed under Directors and Officers by Holland & Knight ordered by Published Date Descending.
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Recent Changes To Delaware's Alternative Entity Acts As A Result Of Obeid v. Hogan
Delaware has recently revised its Limited Liability Company Act, its Revised Uniform Partnership Act, and its Revised Uniform Limited Partnership Act to address concerns raised by the Delaware Chancery Court opinion in Obeid v. Hogan.
United States
4 Sep 2017
50/50 Ownership Relationships Can Be Trouble, Plan Ahead
TransPerfect is a successful global translation business founded by two college friends, Philip Shawe and Elizabeth Elting, and owned 50/50...
United States
23 Mar 2017
Double-Breasted Company Owners, Officers Can Be Indicted For Underpaying Benefit Contributions
A federal district court in Massachusetts has held that the shareholders and officers of a double-breasted construction company can be indicted and could go to prison for fraudulently misrepresenting their business...
United States
12 Oct 2016
SEC Approves Nasdaq Rule Requiring Disclosure Of Third-Party Payments To Directors
The U.S. Securities and Exchange Commission (SEC) has approved a Nasdaq Stock Market rule requiring disclosure of third-party compensation to director candidates.
United States
9 Aug 2016
Maryland Appellate Court Clarifies Applicability Of Business Judgment Rule For Board Responding To Shareholder Demand
In Oliveira v. Sugarman, the shareholders of Maryland corporation iStar Financial Inc. demanded that the board of directors investigate and institute claims on behalf of iStar...
United States
12 Feb 2016
Nasdaq Proposes Amendments To Compensation Committee Member Independence Rules
On November 26, 2013, the NASDAQ Stock Market LLC (Nasdaq) filed a proposed rule change with the Securities and Exchange Commission (SEC) to amend its listing rules relating to compensation committee member independence.
United States
17 Dec 2013
Delaware Court Of Chancery Upholds Forum Selection Provisions In Board-Adopted Bylaws
Chancellor Strine of the Delaware Court of Chancery recently upheld the statutory and contractual validity of bylaws adopted by a corporation's board of directors that specifically designate an exclusive forum for litigating disputes regarding the internal affairs of the corporation.
United States
18 Jul 2013
Delaware Chancery Court Dismisses Class Action Lawsuit Over Sale Of Warehouse Club
On January 31, 2013, the Delaware Chancery Court dismissed a shareholder class action in which the plaintiffs alleged that the directors of a warehouse club retailer had breached their fiduciary duties.
United States
14 Feb 2013
NASDAQ Proposes Broadening Ability Of Non-Independent Directors To Serve On Board Committees
On May 30, 2012, NASDAQ filed a proposed rule change with the SEC that would permit non-independent directors to serve on board committees despite having a family member employed by the same company in a non-executive role.
United States
26 Jun 2012
SEC Decision on Shareholder Approval of Political Expenditures
On March 25, 2011, the Securities and Exchange Commission (SEC) issued a "no action" letter rejecting a request from The Home Depot, Inc. to exclude from its proxy statement a shareholder proposal mandating disclosure of certain political activity, including political expenditures, and requiring a non-binding shareholder vote on future political activity.
United States
12 Apr 2011
ISS Opens Comment Period for Its 2011 Proxy Voting Policies
On October 27, 2010, Institutional Shareholder Services, Inc. (ISS) announced the opening of its annual comment period for its 2011 proxy voting policies.
United States
18 Nov 2010
SEC Proposes Say-on-Pay Rules
On October 18, 2010, the SEC proposed rules to implement the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") relating to: (1) shareholder advisory votes on executive compensation ("say-on-pay"); (2) shareholder advisory votes on the frequency of say-on-pay votes ("say-on-frequency"); and (3) shareholder advisory votes on compensation arrangements in connection with significant corporate transactions ("say-on-golden-parachutes").
United States
1 Nov 2010
Evaluating Directors and Officers Indemnity Programs
Recent developments in the area of internal investigations and changes in D&O insurance policies illustrate how directors and officers of many companies are at substantial personal and financial risk due to insufficiencies in their corporations’ indemnity programs.
United States
1 Nov 2010
Corporate Governance and Executive Compensation Provisions in the Dodd-Frank Wall Street Reform and Consumer Protection Act
On July 21, 2010, the President signed into law the "Dodd-Frank Wall Street Reform and Consumer Protection Act" ("Dodd-Frank"). While the bulk of Dodd-Frank regulates financial institutions and their products, it also includes several corporate governance and executive compensation provisions that apply to public companies generally.
United States
10 Aug 2010
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