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As reported in the Kentucky Trial Court Review, a jury found that a corporate director and 51% shareholder violated his fiduciary obligations by, inter alia, using the corporation's assets as his personal piggy-bank.

Public companies are required to make prompt public disclosures on Form 8-K about a large number of specified events. While Form 8-K does not mandate current reporting of all material events...

On April 14, 2011, the Massachusetts Attorney General issued a report outlining two steps that the Attorney General will take to limit – but not explicitly ban – independent director compensation at public charities.

Every day it seems there is another outcry over excessive executive compensation at public companies.

At its quarterly Board of Directors meeting, the MSRB voted to propose amending MSRB Rule G-27 to allow dealer firms to conduct office inspections remotely until December 31, 2022.

Nasdaq has released a new rule, Rule 5250(b)(3), which requires listed companies to disclose the material terms of all agreements and arrangements between entities other than the issuer and directors or nominees for director...

Corp Fin has posted a new Compliance & Disclosure Interpretation under Reg S-K that relates to diversity disclosure.

A new Delaware Chancery Court decision provides additional clarity on the burdens associated with substantiating a claim of breach of fiduciary duty for compliance program oversight (the so-called "Caremark" duty).

On December 30, 2019, New York governor Andrew M. Cuomo signed legislation requiring the New York State Department of State, partnered with the Department of Taxation and Finance,...

The Equilar analysis, and similar reports, are useful resources for governance committee conversations on this increasingly important issue.

The board of directors should anticipate, and take proactive steps to respond to the possible expansion of the "#MeToo" social responsibility movement to the health care industry.

The United States District Court for the Southern District of Florida, applying Florida law, denied an excess insurer's motion to dismiss an estoppel claim where the insurer reversed its coverage...

As many practitioners know, the Gheewalla case represented an important transition in corporate fiduciary principles from prior Delaware jurisprudence.

As a reminder, public companies with fiscal years ended September 30, 2024 must now disclose whether the company has adopted insider trading policies and procedures that apply to transactions involving the company's securities by its directors, officers and employees or the company itself in their upcoming annual reports on Form 10-K.

In the past week the SEC has demonstrated its continued focus on insider trading and Rule 10b5-1 trading plans under Chairman Gary Gensler's watch.

The SEC recently adopted a final rule requiring companies to disclose practices or policies related to the ability of employees and directors to engage in hedging transactions with respect to company equity securities...

On December 18, 2018, the Securities and Exchange Commission (SEC) adopted final rules that will require hedging policy disclosures.