Corporate Governance

  • New York Law Journal | Analysis

    Legal Integration Playbook: Strategic and Practical Information Governance Considerations in M&A

    By Rena Verma | November 12, 2019

    This article provides a playbook for the five key areas general counsel must address from a legal risk mitigation perspective, in partnership with records management and IT teams, during a merger or divestment.

  • Law.com | Podcast

    Should I Stay or Should I Go Now? Life After Law Firm Leadership

    By Leigh Jones | Vanessa Blum | November 8, 2019

    As their leadership terms come to a close, partners find that it can be a time of newly found freedom. But it's also a point when they may feel disconnected from previous clients, behind on the developments in their practice areas and at sea as their responsibilities start to shift.

  • New York Law Journal | Analysis

    Privilege Considerations in Special Board Committee Representations

    By William F. Johnson | November 6, 2019

    In his Corporate Crime column, William F. Johnson explores the contours of the attorney-client privilege as it applies to special committees' internal investigations, including with respect to employee interviews and board briefings.

  • New York Law Journal | Analysis

    The 2019 Proxy Season Hints at New Challenges

    By David A. Katz and Laura A. McIntosh | October 30, 2019

    The slight but noticeable growth of the nascent movement against the use of environmental, social, and political factors in corporate decision-making is an early warning signal to CEOs and directors that a challenge in coming years will be to manage divisive political issues without alienating large groups of stakeholders. In their Corporate Governance column, David A. Katz and Laura A. McIntosh write that this is likely to be an increasingly difficult task.

  • New York Law Journal | Analysis

    The Impact of Corporate Social Responsibility on Fashion Brands

    By Christiane Schuman Campbell and Nanette Heide | October 28, 2019

    Corporate social responsibility has emerged as a key factor that can significantly impact a brand's value. Brands that refuse to embrace CSR face potential diminution in value or, even worse, the slow and painful death known as irrelevance.

  • New York Law Journal | Analysis

    No Presumption of Confidentiality for Books-and Records-Productions, Says the Delaware Supreme Court

    By Margaret A. Dale and Mark D. Harris | October 16, 2019

    In their Corporate and Securities Litigation, Margaret A. Dale and Mark D. Harris discuss a recent Delaware Supreme Court decision in 'Tiger v. Boast Apparel', holding that documents produced pursuant to books-and-records inspection requests under §220 of the Delaware General Corporation Law are not subject to a presumption of confidentiality. Rather, while courts can impose confidentiality restrictions in appropriate cases, there must be some justification that the confidentiality is necessary and indefinite periods of confidentiality should be the exception and not the rule.

  • New York Law Journal | Commentary

    Outlaws of the Roundtable? Adopting a Long-Term Value Bylaw

    By Neil Whoriskey | October 11, 2019

    Before we get too excited about whether these CEOs are grasping the mantle of government to act on behalf of the citizenry and other people who aren't paying them, there is the prior question of whether, as a matter of Delaware law, they can.

  • Delaware Law Weekly | News

    TransPerfect Promises to Expose Skadden's 'Questionable Billing'

    By Tom McParland | October 9, 2019

    A familiar cast of characters, led by former Harvard law professor Alan Dershowitz, is set to return to Wilmington Thursday afternoon for a contempt hearing in a bitter billing dispute with the custodian appointed to oversee TransPerfect's forced sale in 2015.

  • New York Law Journal | Analysis

    Judicial Scrutiny of Mootness Fees in Merger Litigation

    By Joseph M. McLaughlin and Shannon K. McGovern | October 9, 2019

    In their Corporate Litigation column, Joseph M. McLaughlin and Shannon K. McGovern discuss the recent pair of federal court decisions—'House v. Akorn' and 'Scott v. DST Systems'—which highlight courts' willingness to probe supplemental disclosures to ascertain whether shareholders received a material benefit warranting an award of attorney fees, as part of a settlement or otherwise.

  • New York Law Journal | Analysis

    The Long Term, the Short Term, and the Strategic Term

    By David A. Katz and Laura A. McIntosh | September 25, 2019

    In their Corporate Governance column, David A. Katz and Laura A. McIntosh write: The short-term/long-term, shareholder/stakeholder debate is likely to become more intense, and more political, in the near future. As the landscape of corporate governance shifts around them, companies should seek firm ground on a foundation of business success by creating and implementing a strategic plan over a time horizon that will maximize both growth and profitability.

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