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On September 5, 2023, the Securities and Exchange Commission (the "SEC") posted and declared effective a Nasdaq rule proposal modifying requirements related to a waiver...

Recently my partner Kenneth J. Najder wrote an excellent article on well-crafted corporate minutes.

A Delaware Court of Chancery ruling clarifies when operational authority translates to board membership and examines whether equity interests can survive employment termination. The decision in Tchernavskikh v. Accetturo provides critical guidance on distinguishing officer-level control from director status and interpreting restricted stock agreements in founder disputes.

A group of minority shareholders of Acheron Portfolio Corporation Luxembourg S.A. have convinced a federal district court in New York to permit them to subpoena several large banks...

A federal district court in New Jersey has dismissed with prejudice a shareholder derivative suit, that tried to blame the directors and officers for a series of data breaches.

Last week, we discussed the notice period for special board meetings, the proper power of executive committees and the differences between officers of the board and officers of the corporation.

At first glance, Stanziale v. MILK072011, looks like someone suing over a bad expiration date and conjures up images of Ron Burgundy proclaiming "milk was a bad choice."

Last month, Institutional Shareholder Services published its Americas 2022 Proxy Voting Guidelines.

Investors from around the world have spoken. For the first time in history, they have publicly demanded more transparent and complete corporate financial risk disclosures related to climate change.

Gender inclusivity in the workplace is increasingly a top-of-mind issue for all employers. Companies that cast a wider net for talent, leadership and ideas stand to gain the advantage in a competitive marketplace.

In recent remarks delivered by Commissioner Lee at the Society for Corporate Governance, she took the opportunity to again focus on the risks posed by ESG issues, particularly climate change...

Comparative data is presented for the S&P 100 companies and the SV 150, as well as trend information over the history of the survey.

In Novedea Sys. v. Colaberry, Inc., co-founders of a business discussed terms of a buy-out, but ended up in litigation. No. 6:20-cv-00180-JDK, 2021 U.S. Dist. LEXIS 152372 (E. D. Tex. August 13, 2021).

On December 19, 2023, the US Court of Appeals for the Fifth Circuit vacated the Securities and Exchange Commission's (SEC) share repurchase...

One of the biggest gaps in coverage in D&O coverage today is the lack of meaningful coverage for investigations.

A shareholder derivative action which had alleged that Facebook's lack of diversity caused a negative effect on its stock price was rejected by a California federal magistrate judge last week.

Although its final episode aired more than a decade ago, there is still debate about the ending of HBO's critically-acclaimed series, the Sopranos. In fact, as one critic notes, ...

Berkeley Law and Ceres will be hosting a course on ESG: Navigating the Board's Role, starting on April 5th. Morrison & Foerster recommends this course for corporate directors and aspiring board members...