Legal/Regulatory

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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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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The Evolution of Law Departments

June 4, 2014

By Bob Barker With an increasingly competitive marketplace combined with a perpetually evolving regulatory landscape and increased enforcement efforts, it is imperative – now more than ever – for organizations to be navigated by trusted legal counsel. Historically, the legal department has been composed of a General Counsel, attorneys with specific areas of experience, and…

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GCs in the Boardroom and Beyond

April 26, 2014

NYSE Governance Services, Corporate Board Member and BarkerGilmore collaborated to survey the opinions of directors who serve or chair the company’s nominating/governance committee, board chairs, and CEOs of U.S.-based publicly traded companies. The survey analyzes their opinions about the value of the corporate general counsel to the executive team and reports on perceptions of the…

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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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2013 Year-End FCPA Update

January 8, 2014

from Gibson Dunn FCPA OVERVIEW The FCPA’s anti-bribery provisions make it illegal to corruptly offer or provide money or anything of value to officials of foreign governments or foreign political parties with the intent to obtain or retain business.  The anti-bribery provisions apply to “issuers,” “domestic concerns,” and “agents” acting on behalf of issuers and…

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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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Conflict Minerals and Resource Extraction Rules – Status Check and Some Takeaways

August 15, 2013

by Sanjay M. Shirodkar, DLA Piper The Dodd-Frank Act of 2010 required the Securities and Exchange Commission (SEC) to adopt new rules for SEC reporting companies (domestic and foreign) that use “conflict minerals” originating from certain countries (the “Conflict Minerals Rules”).  The Act also required the SEC to adopt new rules that require “resource extraction…

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Risk Oversight in China Operations

July 9, 2013

Third Quarter 2013 Corporate Board Member by Matthew Solum, Kirkland & Ellis LLP So far this year, a series of Delaware cases has underscored the duty of directors to oversee operations overseas and, specifically, in China. The allegations in the cases follow a strikingly similar pattern. Each of the cases involved a corporation that was…

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The Global Transformation in Laws Against Foreign Bribery

July 8, 2013

by Homer Moyer, Miller & Chevalier Board members, who need to be vigilant about the corruption risks their company faces and about its anti-corruption program, will benefit from being aware of profound changes that are underway internationally in laws prohibiting bribery of government officials.  Although board members need not become legal experts, they can better…

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Talking Points: “Whistleblowers are Wanted and Valued”

October 16, 2012

from Corporate Board Member The IRS recently paid $104 million to reward a whistleblower for information. Jordan Thomas, Partner and Chair of the firm’s Whistleblower Representation Practice, Labaton Sucharow, is former Assistant Chief Litigation Counsel in the Division of Enforcement at the Securities and Exchange Commission, and he helped to write the whistleblower provisions stemming…

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