General Counsel/Corporate Secretary

Recent Decisions Confirm That Forum Selection Bylaws Are Best Considered on a Clear Day – But May be Beneficial Later as Well

October 6, 2014

by Michael G. O’Bryan, Kevin A. Calia, and James J. Beha II, Morrison & Foerster “Exclusive forum” bylaws and charter provisions are a powerful tool for managing the risk of parallel corporate governance litigation against a company and its directors in multiple forums, allowing stockholders to bring such litigation but requiring that they bring it in…

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2013 General Counsel Survey

September 19, 2014

from Grant Thornton LLP An online survey conducted in early 2013 by ALM Marketing Services measured in-house counsel’s assessment of the biggest threats to organizational growth and the corporate law department’s role in dealing with these threats. While economic uncertainty topped the list of in-house counsel’s organizational growth threats, “regulatory compliance and enforcement” was considered…

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Talking Points: Addressing Boardroom Confidentiality

September 19, 2014

from Corporate Board Member While trends like cyber security and increased activism from investors compete for attention with the usual board concerns, like compensation and compliance, Akin Gump listed its top ten concerns for boards in 2014 and boardroom confidentiality made the list. Laura J. Finn, web editor, boardmember.com, asked Kerry Berchem, head of Akin Gump’s corporate practice,…

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Communicating Voluntary Disclosure of Corporate Political Spending

August 1, 2014

by Charles Nathan, RLM Finsbury Over the past several years, judicial decisions involving Citizens United, McCutcheon and SpeechNow.org have lifted caps on total political contributions, and also expanded the number of avenues through and amounts which companies can lawfully contribute to political campaigns.  Corporate donations can still be made to recipients like political action committees…

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Maximizing Value: Considerations for Directors of a Company in Distress

February 3, 2014

by Michael H. Torkin, Sullivan & Cromwell LLP The U.S. corporate default rate currently is below historical averages, hovering slightly below 2008 pre-crisis levels.  Restructuring professionals, however, are cautioning that a rising interest rate environment, exacerbated by the Fed’s reduction in fiscal stimulus, could lead to a softening of the ongoing robust multiyear credit cycle.…

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Talking Points: How Boards Can Prepare for the Volcker Rule

January 7, 2014

from Corporate Board Member Years after first hearing of a banking ban on proprietary trading, five government agencies (the Board of Governors of the Federal Reserve System, Office of the Comptroller of the Currency, Federal Deposit Insurance Corporation, Securities and Exchange Commission and Commodity Futures Trading Commission) have collaborated to pass the Volcker Rule. Corporate…

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Becoming an FCPA-Savvy Director

January 3, 2014

by Homer E. Moyer, Jr., Miller & Chevalier How can directors, who are not management, but whose responsibilities extend to their companies’ anti-corruption compliance programs, meaningfully help the companies they serve? One answer is: by becoming FCPA-savvy directors. In defining how a board member can be a knowledgeable and valuable company resource in managing FCPA…

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The Art of Proxy Design

September 10, 2013

Fourth Quarter 2013 Corporate Board Member by John R. Engen The proxy statement might still be published on chiffon-thin paper and loaded with required legalese. But at a growing number of companies, it’s reading more like a high-gloss magazine—with board members as feature players. Prudential Financial Inc., Johnson & Johnson, and Pepsico are among the…

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