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Corporate Counsel

The Elements of Proxy Style

If the information and disclosure provided to shareholders is concise and focused, then it will be more useful, and the more useful the materials, the more likely that shareholders will meaningfully participate in the process.
5 minute read

Corporate Counsel

The Role of Corporate Counsel Under the Business Roundtable's New Purpose

Thanks to the Business Roundtable, the purpose of corporations is expanding, and it is only natural that boards and officers will turn to the versatile corporate counsel for guidance.
5 minute read

Delaware Business Court Insider

Complaint Dismissed Against Managers of a Del. LLC Where Plaintiffs Fail to Allege Standard of Conduct Violation

Under Delaware law, the members of a limited liability company may eliminate or modify the common law fiduciary duties of loyalty and care in their operating agreement. When they do so, Delaware courts will analyze any alleged management misconduct under the standard of conduct to which the parties agreed.
4 minute read

New York Law Journal

The 2019 Proxy Season Hints at New Challenges

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.
8 minute read

New York Law Journal

The Impact of Corporate Social Responsibility on Fashion Brands

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.
9 minute read

Corporate Counsel

'Incendiary Political Climate' Spurs More Companies to Disclose Campaign Contributions

A new study shows more publicly held companies are adopting stronger measures to disclose their spending on political campaigns.
3 minute read

Corporate Counsel

Part II—Five Tricky and Trending Fifth Amendment Issues in Corporate Criminal Investigations

Part I of this article series explored the legal basics of how the Fifth Amendment applies in the corporate context. Now we'll explore five cutting-edge Fifth Amendment issues affecting corporate criminal investigations—triggered by technological change and the rise of cross-border investigations.
14 minute read

Delaware Business Court Insider

Chancery Affirms Advancement Principles

A recent Delaware Court of Chancery decision acknowledged a pattern of corporations providing directors with advancement rights, and then when those directors attempt to exercise those rights, the corporations resist, claiming that exceptional circumstances exist that require the court to deviate from the principles of law granting advancement.
5 minute read

Corporate Counsel

The Whistleblower's Renewed Connection to Corporate Governance

The current CIA whistleblower controversy in Washington, D.C. offers just that—an opportunity to remind the board of its important oversight obligations with respect to the company's whistleblower process.
5 minute read

Delaware Business Court Insider

Chancery Relies on Market-Based Metrics in Recent Appraisal Decisions

Following the Delaware Supreme Court's appraisal decisions in Aruba, Dell and DFC, the Delaware Court of Chancery relied exclusively on market-based metrics to determine fair value in three recent appraisal decisions.
8 minute read

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More from ALM

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