Recent Posts

LBOs and Corporate Governance
Posted on 27 Sep 2013 by Brian JM Quinn

So, this issues gets debated back and forth quite bit. On the one side are those that argue that LBOs are good corporate governance. The presence of debt and the high degree of equity ownership by managers pushes managers to improve efficiency and profitability... Read More

A Short Paper You Must Read About Board-Level Corporate Risk Management – NACD Advisory Council on Risk Oversight
Posted on 21 May 2013 by Dave Tate

If you are interested in the process of board oversight over corporate risk management, here is a short paper that you must read from the National Association of Corporate Directors. First, let me sincerely compliment the NACD for discussing this... Read More

Corporate Governance, Power and the CEO
Posted on 26 Jul 2011 by Robert AG Monks

Over the last several months I took some time to look at several Corporate Governance concepts that I found confusing or inapt. I heard from a lot of you and there was some interesting discussion. What are we to make of it? So many of the foundational... Read More

Responsible Investment at $13.6 Trillion; Over 20% of Developed-World AUM
Posted on 31 Jan 2013 by Corporate and Securities Law Community Staff

By Kimberly Gladman, CFA, Ph.D., Director of Research and Risk Analytics This week is an exciting one in the field of responsible investment: it marks the launch of the Global Sustainable Investment Association , a network linking the professional... Read More

Delaware Supreme Court Extends Fiduciary Duties to Corporate Officers -- Important Lessons for Nonprofit Corporations
Posted on 13 May 2010 by Jack B. Siegel

In Gantler v. Stephens, Delaware Supreme Court clarified the law, making clear that corporate officers are subject to the same fiduciary duties as directors. Jack Siegel's analysis of this decision provides best practices and lessons corporate officers... Read More

Governance Insight Alert: Freeport McMoRan Copper & Gold
Posted on 10 Jan 2014 by LexisNexis Legal Newsroom Staff

Governance Insight Alert Just before the holidays, Freeport McMoRan Copper & Gold (FCX) announced that it had torn up its employment agreement with its CEO, Richard Adkerson, who would henceforth be employed “at will.” FCX is no stranger... Read More

Liability Exposures of Audit Committee Chairs
Posted on 18 Apr 2014 by Kevin M. LaCroix

One frequently asked question is whether members of a corporate board’s audit committee face heightened liability exposures. Two recent SEC enforcement actions seem to underscore that audit committee chairs do face liability exposures. Though both... Read More

Corporate Employment Practices and D&O Liability Exposure
Posted on 13 May 2014 by Kevin M. LaCroix

I am sure most readers were as fascinated as I was by the allegations in the high profile case involving alleged hiring practices among some of the most prominent companies in Silicon Valley. The lawsuit asserted that the companies – including,... Read More

The Powers and Responsibilities of Ownership
Posted on 13 Oct 2011 by Robert AG Monks

The public release of the GMI Risk List on October 12, 2011 raises the most critical question of fiduciary responsibility. There has been extensive discussion of the propriety of trustees' investing in index funds due to the probability that some... Read More

McKinsey Survey Offers a Disappointing Picture of Board Governance
Posted on 17 Jun 2011 by Dave Tate

The following is a link to a blog by Norman Marks-see Norman's June 2 blog, Under-Performing Boards Seem to Abound, about a recent McKinsey survey pertaining to board performance, ... Read More

The Short-Termism Debate: Are There D&O Liability Issues Involved, Too?
Posted on 26 Aug 2015 by Kevin M. LaCroix

In recent months, commentators from across the political spectrum, largely in response to perceived excesses of activist investors, have called for changes to discourage “ short-termism ” – that is, the perceived excessive focus of businesses... Read More

SOX, the Destruction of Evidence And Dr. Seuss: Is a Fish A Tangible Object?
Posted on 5 Mar 2015 by Thomas O. Gorman

Section 1519 was passed as part of the Sarbanes-Oxley Act in the wake of Enron’s massive accounting fraud. The section was designed to fill a gap in the law by preventing corporate document-shredding to conceal evidence of financial wrong doing... Read More

First HP Lawsuit on File
Posted on 27 Sep 2011 by Brian JM Quinn

No surprise. The first derivative suit against HP and its board of directors was filed in the Central District of California. Here's the complaint: Espinoza v. Leo Apotheker et al . It was filed on Wednesday - before Apotheker was fired. So it's... Read More

Corporate Governance Trends and Issues in 2012
Posted on 4 Jan 2012 by Mike Mintz

As the new year begins, we can't help but look forward and wonder what 2012 has in store for corporate counsel. Many predictions have been made regarding the top trends and issues we will see in corporate governance in 2012. The following list... Read More

Attacking Proxy Advisors
Posted on 6 Feb 2012 by Robert AG Monks

Since the passage of Dodd-Frank, in the summer of 2010, there has been a constant drumbeat from representatives of the corporate community, particularly the Business Roundtable and the U.S. Chamber of Commerce, regarding the need for an increased level... Read More