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A couple of quick observations resulting from a quick read of a "standard" founder vesting agreement.

Connecticut entrepreneurs may get additional help from angel investors if proposed bill is signed into law.

The "responsible person" penalty under Section 6672 of the Internal Revenue Code has been imposed upon officers, directors and controlling shareholders, as well as upon lower-level employees.

Please be sure to visit Mintz Levin’s Privacy and Security Matters blog to find a five part series focusing on cyber risks for the board room.

While term limits for not-for-profit boards of directors are not legally mandated, many organizations consider term limits to be a best practice.

Every company is required to have a board of directors—which can make decisions for the company and can appoint/remove the CEO—from the time of incorporation. - See more at: https://launch.wilmerhale.com/research/blog/board-of-advisors/#sthash.6YK041r6.dpuf

You may recall that, earlier this year, two Los Angeles Superior Courts struck down as unconstitutional two California laws mandating that boards of public companies achieve specified levels of board diversity and enjoined implementation and enforcement of the legislation.

On April 11, 2025, the Staff of the SEC's Division of Corporation Finance released six Compliance and Disclosure Interpretations ("C&DIs") that address...

The Delaware Court of Chancery issued its first interpretation of the 2025 amendments to Section 144 of the DGCL in a derivative lawsuit challenging director compensation decisions at Fidelity National Financial. The decision establishes how courts will apply the amended statute's safe-harbor provisions for conflicted transactions and its presumption of director independence, while confirming that director self-compensation remains subject to heightened judicial scrutiny.

The Delaware Supreme Court held that controlling stockholder mergers should be subject to deferential business judgment review.

The sale of a company can be a complex and challenging process and it requires the careful consideration of many factors. It is the responsibility of the company's directors to ensure...

The certificate of incorporation is a legal document that outlines the formation and structure of a corporation. It is a crucial document that sets forth the rights...

Last week we cautioned that market volatility resulting from the COVID-19 pandemic could lead to increasing levels of shareholder activism and unsolicited takeover offers.

In this MB Microtalk video, Mayer Brown Counsel, Laura Richman, discusses the US Securities and Exchange Commission's universal proxy rules that are now in effect for shareholder meetings.

The U.S. Securities and Exchange Commission recently announced a settlement in the previously filed enforcement proceeding against eight former interested and independent directors of five registered funds advised by Morgan Asset Management, Inc.

In this MB Microtalk Video, Mayer Brown Counsel, Laura Richman, discusses the US Securities and Exchange Commission's universal proxy rules that are now in effect...

Prompted by a request for interpretive guidance, on April 1, 2014, the NYSE proposed to relax its bright line director independence tests in certain limited circumstances, so that "a director may be deemed independent of a company that has been the subject of a spin-off transaction regardless of the fact that such director or his employer had a relationship with the former parent of such spun-off company."

My colleagues Heidi Lawson, Dionne Lomax, and I just finished our tour of four Texas cities in as many days, meeting a lot of incredibly talented, smart, and fun Wall Street women...