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As the dust has settled on the first round of CEO pay ratio disclosures, a few things are clear: companies spent considerable time and money calculating ...

Closing arguments are scheduled to begin this morning at 10:00 a.m. (California) in the first trial of the constitutionality of California's female director quota law, SB 826.

A data breach is not a unitary or self-contained event. The fallout from a breach could impact the directors as well.

Yesterday, John Jenkins wrote about Delaware's decision to amend Section 102(b)(7) to permit the exculpation corporate officers. Until now, Delaware only permitted the certificate...

The Delaware Supreme Court confirmed that a board member of a Delaware corporation may resign orally, without providing a written resignation.

ExxonMobil's shareholders have delivered a decisive victory for the company's reincorporation to Texas, with over 70% approval despite opposition from major proxy advisors ISS and Glass Lewis.

Our In the Boardroom: Practical Advice and Guidance podcast series features insights from Mintz Members Steve Osborn, Melanie Levy, and Tom Burton on a wide variety of topics specific to boards.

For those of you who have never participated in an escape room, it is a real-life game that confines a group of people (usually friends, co-workers or even family, for the adventurous types) to a room.

U.S. District Judge Edward Chen dismissed a shareholder lawsuit brought against educational toymaker LeapFrog Enterprises for failure to adequately plead statements were false or misleading...

In a December 21, 2015 transcript ruling, the Delaware Chancery Court invalidated the provisions of VAALCO Energy, Inc.'s charter and bylaws that allow for removal of directors only "for cause" even though VAALCO's board is not classified.

The Governor's action followed the investigative report by a Charleston newspaper that, over the last several years, the board had incurred over $560,000 in food, beverages and hotel expenses.

In this latest edition of our PErspectives newsflash series, we examine the role and duties of portfolio company board members and suggest some best practices.

Earlier this week, the SEC announced that it would neither seek a rehearing of the D.C. Circuit decision vacating Rule 14a-11 (commonly referred to as the proxy access rule) nor appeal the decision to the U.S. Supreme Court. Rule 14a-11 would have established a mandatory procedure applicable to all public companies (including registered investment companies) under which eligible shareholders could nominate director candidates in the company’s proxy statement.

The SEC today proposed amendments to the proxy rules to require parties in a contested election to use universal proxy cards that would include the names of all director nominees.

An old saw defines insanity as doing the same thing over and over again and expecting a different result. Wendy's shareholders recently flouted that maxim by filing a derivative action...

A member of a Delaware limited liability company ("LLC") may find it desirable to make a demand to inspect the books and records of the company.

As of September 1, 2017, Texas amended its Business Organizations Code to recognize public benefit corporations as a form of entity.