3,814 results found

What is ratification of corporate action? Ratification of corporate action is a process by which shareholders of a corporation approve or disapprove of a proposed action taken by the corporation's board of directors.

Recent case law suggests that corporations should consider implementing limits on director equity awards similar to those implemented for executives.

A recent holding by the Second District Court of Appeal is a cautionary tale for directors who fail to acquiesce to a director's removal from the board.

The authority to fire a director of a Delaware corporation is possessed solely by the shareholders of the corporation, and a director cannot be removed by his or her fellow directors.

As public company board service has become increasingly imperative and time-consuming, proxy advisory firms and institutional investors have sharpened their focus on directors who serve on an excessive number of boards.

The SEC charged a former managing director/fixed-income analyst (the "analyst") at a broker-dealer with aiding and abetting a pay-to-play scheme involving the New York State Common Retirement Fund (the "Fund").

The SEC named Anita B. Bandy and Carolyn M. Welshhans as Associate Directors in the SEC Division of Enforcement.

The SEC named Jessica Kane and Tamara Brightwell, respectively, as Director and Deputy Director of the Division of Corporation Finance's Disclosure Review Program (the "Division").

A federal circuit court has overturned an SEC rule, adopted in August 2010, that would have required public companies to include in their proxy materials stockholder nominees for election as director.

On April 17, 2026, the Division of Corporation Finance issued a no-action letter to Tower Semiconductor Ltd., an Israeli foreign private issuer (Tower), extending until May 29, 2026 the date through which Tower’s directors and officers may fail to file required Section 16(a) reports without leading the Division of Corporation Finance to recommend enforcement action to the SEC. The Division had previously granted no-action relief for failures to file until April 20, 2026.

On November 22, 2023, the Securities and Exchange Commission (SEC) issued an order postponing the effective date of the Share Repurchase Disclosure Modernization Rule it adopted in May 2023.

An emerging governance perspective is the need for boards to assume greater responsibility for positioning themselves to respond to the rapidly evolving legislative and regulatory environment.

These uncertainties will challenge companies in the development of manufacturing, logistical and marketing plans.

At the federal level, a nonprofit organization should include changes in its officers and/or directors on its applicable Form 990 Return.

For many companies seeking to raise capital, an important 9th circuit case is illustrative of what exactly constitutes actionable puffery, which would generally constitute a...

In View Operating v. Starstone, No. N25C-08-064 SKR CCLD, 2026 WL 895939 (Del. Super. Ct. Mar. 30, 2026), a Delaware court applied the well-established rule that exclusions be interpreted narrowly and strictly against the insurer...

The 2023 ABA Canadian Public Target M&A Deal Point Points Study, together with an August 2023 Canadian court decision, provide timely and illustrative points of comparison...