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Executive compensation decisions are core functions of a board of directors and, absent unusual circumstances, are protected by the business judgment rule.

On May 31, 2016, the Delaware Chancery Court rejected shareholders' allegations of corporate wrongdoing in a derivative suit against a national healthcare company, Bioscrip...

California's female director quota law was on trial last week. According to Brian Melley, a reporter for the Associated Press, a witness from the Secretary of State's office testified...

On March 15, 2016, the NASDAQ Stock Market LLC resubmitted its proposed rule requiring NASDAQ-listed companies to publicly disclose third-party compensation arrangements for board members and board nominees, commonly referred to as "golden leash" arrangements.

The United States District Court for the Southern District of Florida, applying Florida law, has held that a D&O policy did not cover a claim against directors because the claim related back...

On September 27, 2023, the Securities and Exchange Commission (SEC) issued a press release announcing charges against officers, directors and large investors in public companies...

This month, we're pleased to feature our client, Perch Energy. A Boston-based community solar servicer, they've helped renters...

To minimize exposure and unwelcome scrutiny by regulators, as a starting point, it is critical to develop and implement a robust compliance program, particularly where the investments qualify as state or federal securities.

Directors of an insolvent corporation face a host of difficult questions. Should they wind up operations or file for bankruptcy to preserve assets for creditors, or chart a riskier course?

Directors and officers (D&O) liability insurance primarily protects directors and officers in the event they are sued by third parties for alleged or actual wrongful acts...

A recent action by the Federal Reserve Board of Governors demonstrates the increased risk that banking officials face in trade secret misappropriation cases.

A recent decision by the Delaware Court of Chancery found a director who was a former investment banker with experience in a particular industry held to a higher standard than non-expert directors in the context of mergers and acquisitions.

Recent high profile data breaches have led to increased focus on corporate boards' responsibilities in managing cybersecurity.

The Internal Revenue Service has recently released its new 2005 Form 990 that includes some significant changes from the previous year. Most notably, Part V of the form, regarding current officers, directors and key employees, has been renamed Part V-A, and it now includes four new questions:

FTC Unveils New Compulsory Processes In Eight Key Enforcement Areas.

As the result of the automatic investment of dividends and short-term interest earned in his 401(k) account and through vesting of restricted stock units awarded as part of his compensation, Comcast CEO Brian Roberts was charged with and recently settled claims with the DOJ Antitrust Division for violations of the notification requirements in the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act").

We have received a number of COVID-19 related inquiries from cooperative and condominium boards asking about how to deal with annual shareholder

On May 13, 2020, Governor Lamont issued Executive Order 7NN which temporarily permits Connecticut nonstock corporations to hold member meetings remotely. Prior to issuing the executive order, ...