This article addresses the principle of limited liability that has been the central tenet of company law since it was adopted in the United Kingdom, and most countries in continental Europe during the latter half of the 19th century.
This article shows how requiring admissions of wrongdoing in settlement may have broad-reaching consequences, very much akin to a finding of liability after trial in any civil fraud action.
This guidance update highlights the importance of the issue and discusses a number of measures that funds and advisers may wish to consider when addressing cybersecurity risks. Because of the rapidly changing nature of cyber threats, the Division will continue to focus on cybersecurity and monitor events in this area.
This article discusses the Securities and Exchange Commission's filing of a record 807 enforcement actions in FY2015 and obtaining orders totaling $4.2 billion in disgorgement and penalties.
This council has brought together experienced compensation committee chairs from Fortune 500 companies with key shareholder representatives, regulators, and other stakeholders to discuss ways to strengthen corporate governance in general—and compensation committee oversight in particular.
The purpose of this paper is to summarize briefly the considerations leading to the currently proposed amendments for Delaware’s appraisal statute, Section 262 of the Delaware General Corporation Law (“DGCL”).
This article probed whether senior executives and board members were undertaking basic cyber governance activities, such as reviewing privacy and security budgets and top level policies, establishing key roles and responsibilities for privacy and security, and reviewing security program assessments in the United States.
Hear directly from audit committee members about their take on topics that matter to compliance officers and general counsel, such as: their approach to risk (i.e., what keeps them up at night?); compliance issues they wish to have more visibility into; Board trends and compliance savvy (What has changed over time? Why?); preferred methods of reporting and tips for making more strategic board reports; the compliance officer’s role in protecting board members from personal liability; and desired non-legal skill sets that set top-notch compliance professionals apart from their peers.
This article focuses on Boards that do not have directors with industry expertise who run the risk that shareholders will use proxy fights or proxy access proposals to run competing slates of directors.
This articles describes the criteria for a transfer of undertaking when planning a merger, acquisition or division of a business in the Netherlands.