May 27, 2015 | Corporate Counsel
Supreme Court decision says directors can speak freelyCorporate officers and directors can express their honestly held opinions without liability under Section 11 of the Securities Act of 1933even if those opinions later turn out to be falseso long as they believed those opinions to be true at the time they said it.
By Priya Cherian Huskins
4 minute read
March 31, 2015 | Corporate Counsel
Time to loosen up on corporate insider trading policies?Some folksespecially those living in the states governed by the U.S. Court of Appeals 2nd Circuitmight believe that it's now okay to relax corporate insider trading policies. But don't do it.
By Priya Cherian Huskins
4 minute read
November 20, 2014 | Corporate Counsel
Benefit corporations: Socially responsible capitalismThis corporate form, available in 24 of the 50 states, explicitly allows boards to consider more than just financial metrics when making decisions.
By Priya Cherian Huskins
4 minute read
June 26, 2014 | Corporate Counsel
Cyberthreats: On the board's agendaEbay. Wyndham. Target. Adobe. Youve read the news about major companies being compromised by hackers and viruses. Is your company ready for the cyberattack that is undoubtedly coming?
By Priya Cherian Huskins
4 minute read
May 21, 2014 | Corporate Counsel
No tipping, no stealing says the SECCompanies have a duty to supervise when it comes to illegal insider trading, so be sure to have a written, easily accessible, up-to-date policy against it.
By Priya Cherian Huskins
4 minute read
April 22, 2014 | Corporate Counsel
Director elections: ISS’ view of winningAnnual director elections may get more difficult due to some new factors being considered by one of the most influential proxy advisory services, Institutional Shareholder Services (ISS).
By Priya Cherian Huskins
6 minute read
March 24, 2014 | Corporate Counsel
Is the frivolous M&A litigation party winding down?When a public company announces that it is being acquired, no one is surprised anymore when suits are filed against that company's directors. Whether the price is good or great doesn't seem to matter.
By Priya Cherian Huskins
6 minute read
February 23, 2014 | Corporate Counsel
Climate change disclosure is not a partisan questionWhether your company chooses to give its shareholders climate change disclosure isn't a partisan question; the SEC has publicly stated that it thinks, for some businesses, the impact of climate change is material to investors.
By Priya Cherian Huskins
3 minute read
January 26, 2014 | Corporate Counsel
Ding-dong, wicked securities class action suits are dead?Its a nice thought, but dont drop the companys D&O insurance just yet. While the Court has an opportunity in Halliburton to severely curtail securities class action suits, it probably wont.
By Priya Cherian Huskins
6 minute read
December 31, 2013 | Corporate Counsel
Considering joining a board? Read this firstBoard service is like marriage: Its a great idea that can tragically turn into a nightmare if the wrong people are tied together for the wrong reasons.
By Priya Cherian Huskins
4 minute read
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