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Corporate Counsel

Uber's 'Greyball' Scandal Drives at Legal Department Challenges

The news that Uber is using an ethically and legally questionable program called "Greyball" has put focus on the pressures in-house attorneys face as they become more aligned with business functions.
9 minute read

The American Lawyer

The Samuel Beckett of Cravath

Remember Alan Hruska, the former Cravath, Swaine & Moore partner turned playwright, novelist and filmmaker? Recently, the 83-year-old former litigator opened his play "Ring Twice for Miranda" at City Center in New York, a highly prestigious off-Broadway venue.
7 minute read

New York Law Journal

State, Investors Team Up to Force Exxon to Report Climate Change Risk

New York state's comptroller said Thursday he has lined up support from 47 other investors in the Exxon Mobil Corp. for a proposed shareholder resolution requiring the energy company to report on how its business will be affected by climate change mitigation efforts.
6 minute read

The Legal Intelligencer

Reducing the Risk of Corporate Criminal Liability

Last fall, the U.S. Sentencing Commission published the results of its study on the federal ­prosecution of corporations and other organizational ­offenders. The results of that study, based on sentencing data for the calendar year 2015, says much about the types of organizations and offenses that are most likely at risk for federal prosecution and how corporate counsel can reduce the risk of corporate criminal liability in the new year.
9 minute read

The Legal Intelligencer

Corporate Governance

By | February 21, 2017
In the Legal's Corporate Governance supplement, read about change in control of transactions, board composition and compensation and proposals to change how directors are nominated.
5 minute read

The Legal Intelligencer

Navigating Pa. Law in Change of Control Transactions

The fiduciary duties of directors are often seen as the foundation of corporate governance and the protection of the interests of shareholders. The Pennsylvania Business Corporation Law (the BCL) has codified both the duty of care and the duty of loyalty in Section 1712, while there is no similar codification of these duties in Delaware. Instead, Delaware law regarding corporate fiduciary duties has largely been created by common law. Although the formulation of these duties appears similar in Pennsylvania and Delaware, Pennsylvania law approaches a challenge to a director's actions quite differently when dealing with a change of control situation.
18 minute read

The Legal Intelligencer

Challenges to Practices from Board Composition to Compensation

Today's board must have the right combination of skill and experience to oversee management in navigating the company's operations through the complex and shifting global and national economic and political landscape. It is no surprise that in this environment board composition keeps attracting shareholders' attention. According to PwC's 2016 Annual Corporate Directors Survey (2016 Survey), "investors are now exerting more influence than ever on how boards and management teams operate" and "the pendulum has swung from a 'board-centric' model ... to an 'investor-centric' model ... in which institutional investors and shareholder activists have an unprecedented say about board composition."
17 minute read

The Legal Intelligencer

Strategies to Achieve an Effective Board of Directors

Institutional investors, stock exchange rules and the Securities and Exchange Commission have all put enhanced corporate governance in the spotlight. Companies should embrace this and internally put a focus on corporate governance since the correct governance toolbox can create an effective and progressive board of directors to steer the company toward strategic and financial success.
9 minute read

The Legal Intelligencer

Creating Long-Term Value by Changing the Supply and Demand

Corporate governance encompasses the rules of engagement, the infrastructure, and the language spoken by the many players in and around the boardroom. Most importantly, however, corporate governance embodies the role of the boards of directors—the decision makers at the top of an organization. A fundamental tenet of corporate governance is that a board of directors makes informed decisions as it carries out its fiduciary duties in the best interests of its shareholders in order to create long-term shareholder value.
15 minute read

The Legal Intelligencer

Uptick in Proposals to Change How Directors Are Nominated

Activist shareholders are looking to have a greater say about the composition of the boards of U.S. public companies. The ultimate goal of these shareholders is to reshape how public company directors are traditionally selected. This movement has been caused, in part, by widely publicized corporate governance and senior management failures. Such scandals, including the recent Wells Fargo fraud scheme, have prompted a higher level of scrutiny not only on the oversight role of directors, but also, more fundamentally, on how qualified directors are nominated. This movement has created what is becoming a new "norm" regarding shareholder proxy access that many public companies have adopted.
17 minute read

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