Corporate Governance

  • New York Law Journal | Analysis

    Hiring the ESG Dream Team

    By Dave Curran and Amelia Miazad | October 6, 2021

    It can be challenging for law firms and corporations to hire lawyers who understand how to navigate modern-day challenges in environmental, social and governance.

  • New York Law Journal | Analysis

    Preparing for a Legal and PR Crisis After Company Vaccine Mandates

    By Steve Cody and Mike Lasky | October 6, 2021

    The COVID-19 pandemic has created a very different crisis landscape than anything the corporate world has seen before, making organizations vulnerable to new, unprecedented problems and rendering most crisis management playbooks obsolete when it comes to managing legal and reputational risks.

  • New York Law Journal | News

    Activist Investor Can Be Sued for Alleged Misstatements in Proxy Fight, US Judge Rules

    By Tom McParland | October 1, 2021

    Counsel for the prevailing party said the decision paved a path for public companies to sue investors who make material misrepresentations in proxy statements while aggressively seeking to change corporate governance.

  • New York Law Journal | Analysis

    Board Structure Is Key to Oversight

    By David A. Katz and Laura A. McIntosh | September 22, 2021

    In this edition of their Corporate Governance column, David A. Katz and Laura A. McIntosh write that boards of directors should thoughtfully review their board committee structures to determine if there is sufficient management oversight of mission-critical company and industry risks and, where appropriate, consider reallocating responsibilities among various board committees, with corresponding updates to committee charters.

  • New York Law Journal | Analysis

    Myth and Reality: The Paradox Behind the New Proxy Activism

    By John C. Coffee Jr. | September 15, 2021

    Engine No. 1's victory was possibly the biggest upset since David beat Goliath, but it was a perplexing victory that is still not well understood. More importantly, whether its success can be replicated by others involves questions that have not been carefully analyzed.

  • New York Law Journal | Analysis

    Best Practices for Dealing With Whistleblowers

    By Brendan Quigley | July 22, 2021

    As many companies return to an in-person workforce following the COVID-19 pandemic, now is an excellent time to assess the company's whistleblower polices and internal reporting mechanisms.

  • New York Law Journal | Analysis

    EESG Activism After ExxonMobil

    By David A. Katz and Laura A. McIntosh | July 21, 2021

    In this edition of their Corporate Governance column, David A. Katz and Laura A. McIntosh discuss the high-profile ExxonMobil shareholder vote in May that sent shock waves through many of corporate America's boardrooms. The ExxonMobil example reflects the recent increase in shareholder support for EESG-related proposals, and it demonstrates the risks and dynamics at play in the current environment.

  • New York Law Journal | Analysis

    SEC Regulation of ESG Disclosures

    By David A. Katz and Laura A. McIntosh | May 26, 2021

    While the SEC traditionally has required disclosure of financially material information, its new leaders are clearly considering requiring reporting of ESG-related information whether or not it is financially material. In this edition of their Corporate Governance column, David A. Katz and Laura A. McIntosh explore the current disclosure framework and the challenges and questions to come.

  • Delaware Business Court Insider | News

    An 'Insatiable Appetite for Litigation': TransPerfect Ordered to Pay $3.2M to Skadden in Custodianship Fees

    By Ellen Bardash | May 3, 2021

    Chancellor Andre Bouchard, in an epic-length opinion, said much of the fee request was supported to "clean up ... pizza thrown at the wall" as the translation software company raised numerous objections. TransPerfect's lawyer and its CEO said the judge was misusing his powers as a court of equity.

  • New York Law Journal | Analysis

    'Materiality' in America and Abroad

    By David A. Katz and Laura A. McIntosh | April 28, 2021

    In this edition of their Corporate Governance column, discuss a bedrock feature of American securities law and regulation—materiality. They write that the working definition of materiality in the United States, which has served corporate America well for nearly nine decades, now finds itself facing significant pressures from a variety of sources.

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