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- FCC's Policy Change on "Fleeting Expletives" is Neither "Arbitrary Nor Capricious"
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- Microsemi: Completed, Sub-HSR Threshold Acquisition Challenged by DOJ
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- Solis v Summit: OSHA's General Contractor Liability
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- IRS's Rule 409A: Deferred Compensation
- TARP Fund Recipients are "H-1B Dependent"
- Brescia & the Identification of Trade Secrets
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- In Re Kubin: The Obvious NAIL
- ICANN's New Top Level Domains
- Wyeth v Dudas: Patent Term Adjustment
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- The Patent Reform Act of 2009
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- Wyeth v Levine, Preemption & Adequacy of Prescription Warning Lable
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- EU's Pharmaceutical Industry Inquiry
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- California: Brand-Name Pharmas Liable for Generics
- U.S. & Iraq: Status of Forces Agreement (SOFA)
- Trio (now Quartet) of Labor Orders For Federal Contractors
- IMS Health v Ayotte: Sale of Prescription Info
- President Obama's Lobbying Rules
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- FTC, Ovation Pharmaceuticals & NeoProfen
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- Health Information Technology (HITECH) in Stimulus Package
- Michelle's Law: Student's Medical Leave of Absence
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- Senator Baucus, Health Care & "Call To Action"
- AAG Varney Promises To "Step Forward" & Be "Aggressive"
- SEC Target's Investment Adviser's (Intech) Proxy Policies
- FDA's Medical Reprint Guidance (Off-Label Uses)
- Accounting & Audit: Audit Issues
- FDA Unhappy With Pharmas' "Sponsored Links"
- EC Fines Intel for Article 82 (now Art. 102) Abuse of Dominance
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- Carlsbad Technology: Some Remands to State Courts Appealable
- Pressure Mounts on Leegin & Resale Price Agreements
- Obama Transition
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- EEOC: Wellness Programs Can Violate ADA
- Flores-Figueroa v. United States: Aggravated Identity Theft
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- Lyondell, Revlon & The Duty of Good Faith
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- SEC Allows Dissident Shareholders To "Round Out" Short Slates With Other Dissidents
- 14 Penn Plaza: Arbitration Requirement in CBA Upheld
- Rescuecom v. Google: Trademarked Keywords & Lanham Act
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- Riverkeeper: EPA's Use of Cost Benefit Analysis
- Chairman Schapiro Outlines SEC Agenda
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- Easing of Cuban Trade Restrictions: Closer But No Cigars
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- Gallus: 8th Circuit Applies Gartenberg Factors to Adviser Fees
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- EPA's "Endangerment" Finding
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- Non-Profits, Underwater Endowments & the UPMIFA/UMIFA Divide
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- Corporate Feed
- Akerman: SEC Adopts Proxy Access; Effective Beginning 2011 Proxy Season
- Pepper Hamilton: Appellate Division Provides Guidance on Shareholders’ Rights to Inspect Board and Committee Meeting Minutes
- Sonnenschein: SEC Adopts Mandatory Proxy Access
- Sidley Austin: SEC Adopts New Proxy Rules Implementing Proxy Access
- Sullivan & Cromwell: Rule Provides Proxy Access for 3% Shareholders or Groups with a Three-Year Holding Period, with No Right for Companies or Shareholders to Opt Out; Generally Applicable for 2011 Proxy Season, with Three-Year Delay for Smaller..
- Latham & Watkins: 2011 Proxy Season: The First 100 Days—How to Get Ready for the Brave New World of Say on Pay and Proxy Access
- Cravath: SEC Adopts Proxy Access
- Cleary Gottlieb: SEC Adopts Proxy Access Rules
- Simpson Thacher: SEC Adopts Proxy Access
- O'Melveny & Myers: SEC Adopts “Proxy Access” Rules
- Paul Weiss: SEC Approves Final Proxy Access Rules
- Clifford Chance: NYSE Immediately Prohibits Broker Discretionary Voting for Executive Compensation Matters
- Cooley: SEC Pay to Play Rules and Political Contributions
- Jackson Walker: Delaware Court of Chancery Upholds 20% Rights Plan [Yucaipa American Alliance Fund II, L.P. v. Riggio et al]
- Proskauer: Holding Parents Liable for Their Children's Wrongs: The U.S. and EU Diverge in the Corporate Governance Context
- Chadbourne & Parke: Dodd-Frank Act: Executive Compensation and Corporate Governance Provisions
- Latham & Watkins: New Rewards for Whistleblowers, New Risks for Public Companies
- Drinker Biddle: Procedural Safeguards in a Buyout Get a Boost [In re John Q. Hammons Hotels Inc. Shareholder Litigation]
- Freshfields Bruckhaus Deringer: Corporate restructuring in order to access investment treaty protection can be permissible [Mobil v Venezuela]
- Pepper Hamilton: 2010 Amendments to the Delaware General Corporation Law
- Morrison Foerster: Revisiting Your Key Corporate Governance and Disclosure Policies
- DLA Piper: 2010 shareholder proposal tends
- Squire Sanders: Investor Protections in the Dodd-Frank Wall Street Reform and Consumer Protection Act: Companies Need to Act to Avoid Potential New Expenses
- ReedSmith: Dodd-Frank Say on Pay
- Dewey & LeBoeuf: SEC Issues “Proxy Plumbing” Concept Release to Seek Comment on the U.S. Proxy Voting System
- Shearman & Sterling: Financial Reform Act: Preparing for Mandatory Say-on-Pay
- Cravath: Corporate Governance and Executive Compensation Provisions in the Dodd-Frank Act
- Arnold & Porter: The Corporate Governance and Executive Compensation Provisions in the Dodd-Frank Act-What to Do Now
- Kirkland & Ellis: SEC Seeks Comment on Broad Range of Potential Proxy Rule Amendments That Could Result in Significant Changes to Proxy System
- Kirkland & Ellis: Kirkland Governance Watch: The Dodd-Frank Act is Now Law... A Flurry of New Governance Regulations to Come
- Dechert: SEC concept release solicits comment on proxy voting system
- Skadden: The Dodd-Frank Act: Significant Impact on Public Companies
- Alston + Bird: Dodd-Frank Implications for Non-Financial Services Companies
- Arent Fox: Two Pending FEC Advisory Opinions May Redefine Corporate Political Activity in the Post-Citizens United World
- Sutherland: It’s Signed, Now for the Hard Part: What your Board Needs to Know About Corporate Governance and Executive Compensation Provisions in the Dodd-Frank Act
- Bryan Cave: President Signs Sweeping Financial Reform Bill: What Our Non-Bank Public Companies Need to Know Now
- Day Pitney: How Effective Will Your Compliance Program Be After November 1, 2010
- Cleary Gottlieb: Not Just Financial Reform: Dodd-Frank's Executive Compensation and Governance Requirements for All Public Companies
- Morgan Lewis: Appeals Court Finds Even the Word “Insured” Can Be Ambiguous in a Directors and Officers Policy [Macey v. Carolina Casualty Insurance Co]
- Morgan Lewis: Congress Passes Sweeping Changes to Labor and Employment Whistleblower Protections
- Orrick: Whistleblower Provisions in the Dodd-Frank Act
- Cahill: SEC Seeks Public Comment on Reform of the U.S. Proxy System
- Shearman & Sterling: SEC Issues "Concept Release" on the U.S. Proxy System
- Morgan Lewis: Appeals Court Finds Even the Word “Insured” Can Be Ambiguous in a Directors and Officers Policy [Macey v. Carolina Casualty Insurance Company]
- Skadden: SEC Issues Concept Release on the U.S. Proxy System
- Stroock: Congress’s Final 'Say On Pay'?
- Pepper Hamilton: New Whistleblower Protections Included in Wall Street Reform Legislation
- Sonnenschein: Wall Street Reform Legislation Includes New Executive Compensation and Corporate Governance Standards
- Covington & Burling: Dodd-Frank Act: Executive Compensation and Corporate Governance
- Day Pitney: Corporate Executive Essentials - Update on "Say on Pay"
- Pillsbury: Dodd-Frank Act Reforms Executive Compensation and Corporate Governance for All Public Companies
- Debevoise & Plimpton: The Battle Over Corporate Governance: Round One to Investors
- Latham & Watkins: Corporate Governance Commentary - Future of Institutional Share Voting: Three Paradigms
- Cleary Gottlieb: Know Your Shareholders: The Use of Cash-Settled Equity Derivatives to Hide Corporate Ownership Interests
- Dechert: Dodd-Frank Wall Street Reform and Consumer Protection Act: Application to Public Companies
- Baker Hostetler: Russian Spies, Red Flags and Corporate Liability
- Willkie Farr & Gallagher: Financial Reporting After The Subprime Crisis: New Challenges For Audit Committees – Part I
- Alston + Bird: FDIC Sues Former Management in Wake of Bank Closure
- Lowenstein Sandler: Using Compliance Training to Establish Compliance DNA—A Practical Approach
- ReedSmith: What the new UK Bribery Act 2010 means for U.S. companies
- Kelley Drye: The Importance of Media Relations Strategy in Critical Legal Disputes
- Shearman & Sterling: Governance & Securities Law Focus: Europe Edition July 2010
- Morgan Lewis: New Mine Safety Bill Includes Dramatic Changes to the Occupational Safety and Health Act of 1970
- Seyfarth Shaw: BP Gulf Disaster: A Powerful Reminder To Update Your Company’s Catastrophe Response Plan
- K&L Gates: New Executive Compensation and Governance Requirements in Financial Reform Legislation
- Sullivan & Cromwell: House of Representatives Approves Corporate Governance and Securities Reform: Includes Say on Pay, Votes on Golden Parachutes, Disclosure of Institutional Investor Voting, Clawbacks, Compensation Committee and Adviser ...
- Skadden: House Approves Dodd-Frank Financial Reform Law; Would Mandate Say-on-Pay Votes and Other Corporate Governance and Executive Compensation Changes
- Davis Polk: NASDAQ Corporate Governance Rule Update
- Katten: Dodd-Frank Wall Street Reform and Consumer Protection Act Corporate Governance and Disclosure Provisions
- Sidley Austin: Dodd-Frank Wall Street Reform and Consumer Protection Act - General Application to Public Companies
- Gibson Dunn: Executive Compensation and Corporate Governance Provisions in the Dodd-Frank U.S. Financial Regulatory Reform Bill
- Day Pitney: Financial Regulatory Reform: Corporate Governance and Executive Compensation
- Patton Boggs: Executive Compensation Provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act
- Paul Weiss: Corporate Governance and Executive Compensation Provisions in the Dodd-Frank Wall Street Reform and Consumer Protection Act
- King & Spalding: Dodd-Frank Wall Street Reform and Consumer Protection Act: Key Corporate Governance and Executive Compensation Provisions
- Cravath: USA Chapter of The International Comparative Legal Guide to: Corporate Governance 2010
- Day Pitney: Nasdaq Joins NYSE In Requiring Prompt Notification Of Any Noncompliance With Governance Listing Requirements
- Fulbright & Jaworski: SEC Claws “Innocent” Officers
- Weil Gotshal: Recent Amendments to the U.S. Sentencing Guidelines for Effective Compliance and Ethics Programs
- Cravath: What’s Next in Global Regulation of Corporate Corruption?
- Kilpatrick Stockton: Justice for One: Attorney General Holder Sets Individualized Prosecution Guidelines
- Andrews Kurth: Top 10 Do's & Don'ts of Environmental Crisis Response
- Baker & Hostetler: Think That The Deepwater Horizon Accident Won’t Affect Your Company?
- Sutherland: Capitol Hill Takes on Executive Compensation and Corporate Governance
- Cravath: Interlocks Under Section 8 of the Clayton Act: What Directors and Their Counsel Need To Know
- Skadden: 2010 Amendments to Delaware Alternative Entity Acts and Proposed Durable Personal Power of Attorney Act
- Latham & Watkins: Thinking About Risk Management - Reflections For Lead Directors
- Fulbright & Jaworski: Corporate Governance At-A-Glance
- Morgan Lewis: Proposed Corporate Governance Changes Applicable to Public Companies
- Freshfields Bruckhaus Deringer: EC green paper on corporate governance in financial institutions
- Squire Sanders: Papa’s Got a Brand New Bag: Is DOJ Criminal Division Changing Its Tune on Voluntary Disclosure?
- Cleary Gottlieb: Manhattan District Attorney’s Office Issues Guidelines Regarding the Prosecution of Businesses and Organizations
- Troutman Sanders: Say-on-Pay: Wrong Solution, Wrong Problem
- Sullivan & Cromwell: Nasdaq to Require Prompt Notification of Immaterial Noncompliance with Corporate Governance Listing Standards
- Sullivan & Cromwell: The Manhattan District Attorney Issues Written Guidelines Prosecutors Must Consult Before Charging Business Entities and Other Organizations
- Haynes and Boone: D&O Coverage Considerations For FCPA Claims
- Arnold & Porter: Senate Passes Financial Reform Legislation with Corporate Governance and Executive Compensation Provisions
- Mayer Brown: US Attorney General Issues New Charging and Sentencing Guidance that Provides Prosecutors with Greater Flexibility in Charging and Plea Decisions
- Simpson Thacher: The Prospective Impact on Public Companies of the Financial Regulatory Reform Bills: A Legislative Update
- Gibson Dunn & Crutcher: U.S. Congress Renews Civil Leniency for Companies that Self-Report Sherman Act Criminal Violations
- Katten: Senate Financial Reform Bill Would Impose Additional Corporate Governance and Disclosure Requirements
- Clifford Chance: Managing the human rights impacts of business: Further steps towards a system for better managing the human rights impacts of business
- Morgan Lewis: Manhattan District Attorney’s Office First to Issue Guidelines for Criminal Charges Against Organizations
- Cooley: Riskmetrics Group Introduces CGQ Successor: Governance Risk Indicators ("GRId")
- Greenberg Traurig: Senate Financial Services Reform Would Impose Additional Corporate Governance Requirements; Updates Outdated Accredited Investor Thresholds
- King & Spalding: Manhattan D.A.'s Office Issues Corporate Charging Guidelines
- Cleary Gottlieb: Impact of New Amendments to Sentencing Guidelines on Compliance & Ethics Programs
- Bingham: Senate's Financial Reform Bill Impacts Executive Compensation Rules and Corporate Governance
- Debevoise & Plimpton: Navigating Statutes of Limitations in the Enforcement Context
- Weil Gotshal: Financial Reforms: Influencing a "New Normal" in Corporate Governance
- Sidley Austin: Corporate Governance, Executive Compensation and Disclosure Requirements in Financial Regulation Reform Bill Passed by Senate
- Morgan Lewis: Financial Reform Addresses Executive Compensation and Corporate Governance
- Foley & Lardner: Senate Passes Financial Regulatory Reform Bill Impacting Corporate Governance
- Baker & McKenzie: Proposed Amendments to US Sentencing Guidelines
- Davis Polk: Restoring American Financial Stability Act of 2010: Executive Compensation and Corporate Governance Portions
- Bass Berry Sims: Significant Executive Compensation and Corporate Governance Changes on the Horizon: Financial Reform Legislation Passes Senate
- Weil Gotshal: Senate Passes Financial Stability Bill Calling for SEC Proxy Access Authority and Other Governance and Executive Compensation Reforms
- Sullivan & Cromwell: Senate Passes Corporate Governance and Securities Reform: Includes Majority Voting for Directors, Say on Pay, Clawbacks, Compensation Committee and Adviser Independence, and Limiting Broker Non-Votes
- ReedSmith: Corporate Governance Legislation Passes Senate
- Covington & Burling: Financial Regulatory Reform Legislation - Executive Compensation and Corporate Governance
- Cahill: SEC Announces Proposed Circuit Breaker Rules for Individual Stocks
- White & Case: A Recent Delaware Chancery Court Decision Reaffirms Principle that Delaware Courts May Order Dissolution of LLCs When Voting Deadlock Occurs
- Fulbright & Jaworski: Corporate Governance At-A-Glance
- Gibson Dunn: Corporate Governance and Executive Compensation Provisions in Senate Financial Regulatory Reform Bill
- Debevoise & Plimpton: Director’s Failure to Investigate “Red Flags” Prompts SEC Enforcement Action That Should Serve as Warning to All Outside Directors [InfoGroup]
- O'Melveny & Myers: New Incentives for Corporations to Maintain Effective Compliance and Ethics Programs
- Davis Polk: Senate Bill Passed: Corporate Governance and Executive Compensation Changes Would Affect All US Public Companies
- Venable: Responding to Proposed Enforcement Actions by the Federal Banking Agencies
- Skadden: Board of Director Obligations: Allocating Merger Consideration Between Preferred and Common Stock
- Sullivan & Cromwell: Speed Reading: Top 10 Issues to Consider When Adopting a Rights Plan
- Latham & Watkins: Delaware Court of Chancery Rejects Special Litigation Committee’s Motion to Dismiss [London v. Tyrrell]
- Haynes and Boone: Texas Ethics Commission Reacts to Citizens United
- Fulbright & Jaworski: Corporate Governance At-A-Glance
- Cahill: Maric Capital Master Fund, Ltd. v. PLATO Learning, Inc.: Disclosure of Projections and Absence of Management Arrangements Deemed Misleading Leads to Enjoining of Vote on Merger
- Day Pitney: Connecticut Updates Business Corporation Act; Clarifies Director Obligations, Shareholder Rights
- Latham & Watkins: US Sentencing Commission Approves Proposed Amendments to Federal Sentencing Guidelines for Organizations and Expands and Clarifies the Role of Corporate Compliance and Ethics Programs in Organizational Sentencing
- Baker Hostetler: An Ounce of Prevention: Changes to the Federal Sentencing Guidelines for Organizations
- King & Spalding: Survey Highlights the Importance of Lead Directors
- Haynes and Boone: Who is my Lawyer When Disputes Arise in the Boardroom?
- Kirkland & Ellis: Delaware Supreme Court Issues Important Decision Regarding Vote Buying, Stock Transfer Restrictions, Definition of “Stock Ledger” and Director Reduction Bylaws [Crown Emak Partners, LLC v. Kurz]
- Locke Lord: Amendments to Sentencing Guidelines Related to Sentencing of Organizations
- Fulbright & Jaworski: How to Conduct an Effective and Cost-Efficient Internal Investigation
- Squire Sanders: Absent an Explicit Agreement, Traditional Fiduciary Duties Apply to Managers and Majority Members of a Delaware LLC [Kelly v. Blum]
- Crowell & Moring: New Amendments to Corporate Sentencing Guidelines: Important Changes in Requirements for Effective Compliance and Ethics Programs
- Debevoise & Plimpton: Cooperation with US Investigation Authorities
- Skadden: Transfer Pricing Beyond the Tax Department
- Weil Gotshal: Approaches to Independent Board Leadership
- Orrick: U.S. Sentencing Commission Modifies Standards for Effective Compliance and Ethics Programs
- McDermott Will & Emery: New Compliance Plan Effectiveness Guidelines
- Gibson Dunn: Trial Court Decision Provides Guidance for Investors and Lenders Regarding Significant Shareholder's Fiduciary Duties to Other Shareholders Under Delaware Law
- Cleary Gottlieb: Delaware Supreme Court Provides Guidance on Vote Buying, Stock Transfer Restrictions, Removal of Directors and Record Holders [Crown Emak Partners, LLC v. Kurz]
- Holland & Knight: U.S. Sentencing Commission Votes to Amend Sentencing Guidelines Relating to Corporate Compliance and Ethics Programs
- Jones Day: SEC Targets Independent Director for Failing to Investigate CEO [InfoGroup]
- Alston + Bird: A Compensation Committee’s Most Difficult Task—Finding the Right Path to Connect Pay With Performance
- Lowenstein Sandler: When It Comes to Oppression, Corporations and LLCs Are Not Created Equal
- Jones Day: New Requirements for an Effective Compliance and Ethics Program
- King & Spalding: Enhancing Board Performance through Dynamic Board Development
- Jones Day: The Importance of Independent and Disinterested Directors for Corporate Litigation in Texas
- Fulbright & Jaworski: Delaware Chancery Court Refuses Special Litigation Committee's Recommendation to Dismiss Derivative Suit [London v. Tyrrell]
- Willkie Farr & Gallagher: First Quarter of 2010 Shows Sharp Increase In FCPA Enforcement
- Dechert: Private commercial bribery: The next wave of anti-corruption enforcement?
- Davis Polk: 2010 Proxy Season Early Trends: More Proposals, and More Exclusions
- King & Spalding: The Lead Director’s Role in Major Transactions and Board Succession Planning
- Simpson Thacher: Directors' and Officers' Liability: Guidance on SLCs in Shareholder Derivative Litigation
- Foley & Lardner: Revisiting Multinational Corp. Compliance Programs
- Kilpatrick Stockton: Federal District Court Expands Reach of Sarbanes-Oxley Whistleblower Protection [Lawson v. FMR LLC]
- Gibson Dunn: U.S. Sentencing Commission Amends Requirements for an Effective Compliance and Ethics Program
- Jenner & Block: D.C. Federal Courts Hand Down Two Important Campaign Finance Decisions In The Wake of Citizens United
- Sidley Austin: The Seventh Circuit Holds Sidley Internal Investigation Privileged and Protected from Disclosure in Discovery [Sandra T.E., et al. v. South Berwyn School District 100 and Sidley Austin LLP]
- DLA Piper: Q1 2010: a busy time for advisory groups, SEC and Congress
- Milbank: Managers and Members of a Delaware LLC May Be Subject to "Traditional Fiduciary Duties"
- Weil Gotshal: Evaluating Board Effectiveness
- Milbank: Delaware Court Entertains “Third-Party Vote Buying” Claim in Connection with Director Election Contest [Kurz v. Holbrook]
- Skadden: Regaining Corporate Governance Balance
- Akin Gump: The Board's Role in Risk Oversight: A Survey of Recent Proxy Statement Disclosures
- Miller Chevalier: Whistleblower Rewards Could Drastically Change FCPA Practice
- Cleary Gottlieb: PCAOB Proposes New Standard on Auditor Communications with Audit Committee
- Wilson Sonsini: Senate Set to Debate Financial Reform Bill
- Venable: D.C. Circuit Paves Way for Unlimited Contributions for Independent Expenditures
- Clyde & Co: Guidance on FSA Dawn Raids
- Holland & Knight: Department of Justice Gives U.S. Attorneys New Power to Issue Civil Investigative Demands
- Gibson Dunn: How to Avoid False Claims Act Liability -- What Every Compliance Officer Needs to Know
- Troutman Sanders: Landmark Health Reform Law Includes New Fraud And Abuse Provisions
- Weil Gotshal: The OECD Releases Good Practice Guidance on Internal Controls, Ethics, and Compliance to Curb Foreign Bribery
- Paul Hastings: DOJ Issues Rule Expanding Authority to Issue Civil Investigative Demands Under the False Claims Act
- Bryan Cave: Proposed Amendments to the Federal Sentencing Guidelines Emphasize the Importance of Having an Effective and Compliant Records Management Program
- Jones Day: The First Amendment, A Corporation’s Most Fundamental Right
- Latham & Watkins: Implications for the Next Generation of Poison Pills: Selectica, Inc. v. Versata Enterprises, Inc.
- Ballard Spahr: Look Out! They're Gonna Get YOU: DOJ Going After Individuals in FCPA Prosecutions
- Foley & Lardner: New Financial Regulatory Reform Bill Impacts Corporate Governance
- Baker Hostetler: DOJ to Corporations: More Sting Operations To Come
- McDermott Will & Emery: SEC’s New Individual Cooperation Program Could Have Significant Ramifications for Companies
- Weil Gotshal: Congressional Watch: Senator Dodd Introduces Financial Stability Bill Calling for SEC Proxy Access Authority and Other Governance and Executive Compensation Reforms
- Fulbright & Jaworski: Corporate Governance At-A-Glance
- White & Case: NYSE Clarifies Director Independence Standards
- Milbank: Delaware Court Rejects Bylaw Amendment Seeking to Unseat Directors by Reducing Size of Board [Kurz v. Holbrook]
- McGuireWoods: Corporate Governance Landscape Changes Again
- Pillsbury: New Executive Compensation Corporate Governance Rules Proposed
- Willkie Farr & Gallagher: RiskMetrics Group Introduces Governance Risk Indicators (GRId)
- O'Melveny & Myers: FCPA and Extortion: The NATCO Settlement
- Cahill: U.K. Bribery Bill, if Enacted, Will Impact U.S. Companies Doing Business in the U.K.
- Davis Polk: Corporate Governance and Executive Compensation in the New Dodd Bill: Implications for All US Public Companies
- Steptoe & Johnson: Flurry of FCPA Cases Closes Out 2009; Enforcement Continues Apace in Early 2010
- Cahill: Director Independence Determinations Must Take All Facts and Circumstances into Account
- Davis Polk: Preparing for RiskMetrics Group's New Governance Risk Indicators (GRId)
- Sonnenschein: Congress Responds to Citizens United Decision
- Sullivan & Cromwell: RiskMetrics Releases New Corporate Governance Metric for Public Companies for 2010 Proxy Season
- Milbank: Proposed Amendments to Federal Sentencing Guidelines Potentially Impact Organizational Compliance Programs
- Venable: RiskMetrics Introduces New Corporate Governance Ratings System; Technical Information Due This Week
- Locke Lord: Did Attorney General Establish New Standards for Nonprofit Governance? [Stevens Institute of Technology Settlement Agreement]
- Mayer Brown: Delaware Court Upholds Use of NOL Rights Plan
- Pillsbury: FDA to Bring More Criminal Charges Against Executives for Companies' FDCA Violations
- Ropes & Gray: FDA Recommends Increased Criminal Prosecutions of Responsible Corporate Officials; Important Questions Left Unanswered
- King & Spalding: GAO Report Could Lead to Increased Criminal Prosecutions for Executives
- Fulbright & Jaworski: Corporate Governance At-A-Glance
- Skadden: FDA Announces New Push to Prosecute Officers and Executives for No-Intent Crimes
- Debevoise & Plimpton: A Renewed Focus on Foreign Corruption and Access by Politically Exposed Persons to the U.S. Financial System
- WilmerHale: Responding to a corporate crisis—A framework for dealing with bad news
- Cleary Gotllieb: The OBO/NOBO Distinction in Beneficial Ownership: Implications for Shareowner Communications and Voting
- Covington & Burling: Colorado Supreme Court Strikes Down Colorado Pay-To-Play Law
- Weil Gotshal: Limitations on Conduct Protected Under Sarbanes-Oxley
- Proskauer: Extensive Implications Possible as Collective Knowledge Theory of Corporate Liability is Considered by Massachusetts Supreme Judicial Court
- Jones Day: U.S. Sentencing Commission Requests Comment on Credit For Compliance Program Even When "High Level" Personnel Participated in Unlawful Conduct
- Faegre & Benson: Supreme Court Decides Hertz Corp. v. Friend
- DLA Piper: RiskMetrics issues guidance on new SEC proxy disclosure rules
- Paul Weiss: Overview Of The 2009 Amendments To The Delaware General Corporation Law
- Vinson & Elkins: The 2009 Amendments to the False Claims Act Add New Firepower to the Government’s Anti-Fraud Arsenal
- Paul Hastings: Court Rejects Claims That Merger Negotiations Must Be Disclosed [Levie v. Sears Roebuck & Co]
- Fulbright & Jaworski: Corporate Governance At-A-Glance
- Haynes and Boone: Texas Business Organizations Code Now Applicable to All Entities
- Debevoise & Plimpton: The SEC's Enforcement Cooperation Initiatives
- ReedSmith: FEC Starts to Make Citizens United a Reality
- Kirkland & Ellis: U.S. Sentencing Commission Proposes Changes Regarding Sentencing of Corporations
- Venable: Look Before You Leap: DPAs, NPAs, And The Environmental Criminal Case
- Debevoise & Plimpton: FDIC Proposes to Increase Assessment Rates for Risky Compensation Structures
- Seyfarth Shaw: Compensation Committees Should Reevaluate Bonus Plans as New IRS Deductibility Rules Take Effect
- Skadden: Sentencing Commission Proposes Significant Changes to Organizational Guidelines
- Willkie Farr & Gallagher: BAE Reaches Global Settlement With U.S. and U.K. Authorities, Agreeing To Pay $447 Million In Fines and Ending Five Years of Bribery Investigations
- Fulbright & Jaworski: Corporate Govenance At-A-Glance
- Paul Weiss: Delaware Decision Signals a New Focus on Vote Buying Claims and Redefines Law on Record Holders [Kurz v. Holbrook ]
- Ropes & Gray: Insights for In-House Counsel Grappling with Self-Reporting
- McDermott Will & Emery: Anti-Bribery Compliance to Take Centre Stage as OECD Targets Facilitation Payments
- Jenner & Block: Proceed with Caution: A Guide to Citizens United
- Mintz Levin: Preparation for 2009 Fiscal Year SEC Filings and 2010 Annual Shareholder Meetings
- Davis Polk: RiskMetrics’ Governance Risk Indicators (GRId) – a New Governance Measurement for Proxy Voting Reports
- Davis Polk: SEC Enforcement Division Releases Detailed Information Regarding Cooperation Initiatives
- Fried Frank: SEC Staff Issues C&DIs Interpreting New Disclosure Requirements Relating to Corporate Governance and Executive Compensation
- Wilson Sonsini: "Governance Risk Indicators": What RiskMetrics Group's New Governance Risk Assessment Tool Means to Public Companies
- Mayer Brown: United States Sentencing Commission Proposes Changes to Guidelines that Impact Corporate Ethics and Compliance
- Pillsbury: How Effective Is Your Clawback?
- Sullivan & Cromwell: U.S. Sentencing Commission Proposes New Requirements for Effective Compliance Programs and Seeks Comment on Reducing Penalties for Criminal Conduct Involving High-Level Personnel
- Shearman & Sterling: Translating ‘Macro-Prudential Supervision’ Principles Into Law: A focus on the ‘forest’ instead of just the ‘trees’
- McGuireWoods: Citizens United Shifts the Focus to Corporate Governance
- Cahill: SEC Issues C&DI's Regarding Recent Release on the Enhanced Disclosure Rules for Compensation, Risk Oversight and Corporate Governance
- McGuireWoods: U.S. Sentencing Commission Dangles a Compliance Carrot in Front of Corporate Defendants
- Gibson, Dunn & Crutcher: Poison Pills Revisited
- Lowenstein Sandler: Survey of Recent D&O Insurance Case Law
- SJBerwin: Corporate governance reform in the UK
- Locke Lord Bissell & Liddell: Campaign Law Update
- Kelley Drye: "Don't Un-PAC Yet"
- Blank Rome: Supreme Court Strikes Down Limits on Campaign Communications by Corporations and Unions
- Greenberg Traurig: Supreme Court Opens the Way for Direct Corporate Participation in the Electoral Process
- Baker Hostetler: Cracking Down on Misconduct by Corporate Officers—Can Corporate Liability be Far Behind?
- Akin Gump: Supreme Court Overturns Restrictions on Corporate and Union Spending in Elections [Citizens United v. Federal Election Commission]
- Sonnenschein: Supreme Court Dramatically Expands Ability of Corporations, Unions and Outside Groups to Influence Elections [Citizens United v. FEC]
- Nixon Peabody: DOJ changes the landscape of anti-bribery enforcement
- King & Spalding: The Board’s Role in Succession Planning
- Ballard Spahr: SEC Implements Say-On-Pay Requirements for TARP Recipients
- Wiley Rein: Special Litigation Committee and Regulatory Investigation Costs Held Covered under Corporation's D&O Insurance Policy [MBIA, Inc. v. Federal Ins. Co]
- Wiley Rein: Department of Justice Announces Largest Single FCPA Investigation and Prosecution of Individuals Ever
- McGuireWoods: The Best Defense is a Good Defense: Robust Anticorruption Policy Scuttles Derivative Suit Against Dow Officers and Directors [In re the Dow Chemical Co. Derivative Litig]
- Nixon Peabody: “Game-Changer”? The SEC’s effort to foster cooperation with a reorganized Enforcement Division
- Sullivan & Cromwell: Corporate Governance Reform May be the Theme for 2010, but Caution Should be the Watchword
- Davis Polk: The FDIC Seeks Public Comment on Whether to Incorporate Compensation Programs into the Risk-Based Deposit Insurance Assessment System
- Katten: Alerts for Shareholder Voting in 2010: Elimination of NYSE Broker Discretionary Voting in Uncontested Director Elections and Updates to RiskMetrics’ U.S. Policies Now Effective
- Cleary Gottlieb: Board Focus 2010: Issues and Developments
- King & Spalding: Recommendations in Drafting Disclosure Relating to Board Leadership and Risk Oversight
- King & Spalding: The Sun Sets on the Texas Business Corporation Act: Implications for Domestic and Foreign Business Organizations in Texas
- Mayer Brown: New Illinois Laws Enact Sweeping Changes to Campaign Finance, Ethics, Public Records, Lobbying and Procurement Requirements
- Gibson, Dunn & Crutcher: 2009 Year-End Update on Corporate Deferred Prosecution and Non-Prosecution Agreements
- Latham & Watkins: Update on Final SEC Enhanced Proxy Disclosure Rules
- Davis Polk: Practical Implications of the SEC’s New Corporate Governance and Compensation Disclosure Requirements
- Drinker Biddle: New Disclosure Rules for 2010 Proxy Season
- King & Spalding: Opinion: Top Challenges on Boards’ 2010 Agendas
- Simpson Thacher: SEC Adopts Amended Rules for Compensation and Corporate Governance Disclosure
- Fulbright & Jaworski: New Year and New Regulations: All Texas Entities Now Subject to the Texas Business Organizations Code
- McDermott Will & Emery: You, Too, Could Be a Lobbyist (Even If You Don’t Want to Be)
- Weil Gotshal: Ten Thoughts for Ordering Governance Relationships in 2010
- Lowenstein Sandler: The Intersection of Data Breach and D&O Exposure [Heartland Payment Systems]
- Chadbourne & Parke: RiskMetrics 2010 U.S. Corporate Governance Policy Updates
- Sullivan & Cromwell: Compensation and Corporate Governance Disclosure: SEC Staff Publishes Transition Guidance on Proxy Disclosure Rules
- Debevoise & Plimpton: Have You Been Naughty or Nice? Confessing to Risky Compensation Structures (And Other New SEC Disclosure Rules)
- Hunton & Williams: Setoff Rights And Bankruptcy D&O Litigation
- Morgan Lewis: RMG [RiskMetrics Group] Finalizes 2010 Executive Pay Policy
- Paul Weiss: SEC Adopts Changes to Corporate Governance Disclosure Requirements
- Akin Gump: Top 10 Topics for Directors in 2010
- Dewey & LeBoeuf: SEC Adopts New Compensation and Corporate Governance Disclosure Requirements
- Skadden: SEC Adopts Amendments to Executive Compensation and Corporate Governance Disclosure
- Sullivan & Cromwell: SEC Adopts Final Rules to Expand Proxy Disclosure Regarding Compensation and Corporate Governance Matters
- King & Spalding: Samples of Proxy Statement Disclosure Relating to Board Leadership and Risk Oversight
- Akin Gump: SEC Adopts Changes To Executive Compensation And Corporate Governance Disclosure Rules
- Morrison & Foerster: SEC Adopts New Compensation and Governance Disclosure Rules
- Shearman & Sterling: SEC’s New Year’s Resolution Requires Companies to Enhance Compensation and Governance Disclosure
- Ropes & Gray: SEC Adopts Final Rules on Disclosure about Risk, Compensation and Corporate Governance
- Cleary Gottlieb: SEC Adopts Compensation and Corporate Governance Disclosure Rule Changes
- Ballard Spahr: SEC Adopts Executive Compensation and Corporate Governance Proxy Statement Disclosures Changes
- Cleary Gottlieb: Compensation and Risk: Compensation Committee Actions Under New SEC Rules
- Stroock: SEC Adopts Amendments to Compensation and Corporate Governance Disclosure
- Duane Morris: SEC Reopens Public Comment Period for Proposal Relating to Shareholder Director Nominations
- Perkins Coie: Amendments to NYSE Corporate Governance Requirements Are Effective for 2010 Annual Reports and Proxy Statements
- Sullivan & Cromwell: Shareholder Proxy Access: SEC Re-opens Comment Period on Proxy Access Proposal
- Drinker Biddle: The Poison Proxy Put Gets a Pushback
- Weil Gotshal: House Passes Sweeping Wall Street Reform Bill Including Governance Provisions on "Say-on-Pay," Compensation Committee Independence and S.E.C. Proxy Access Authority
- Davis Polk: Wall Street Reform Act Includes Say on Pay and Other Compensation Provisions
- Skadden: Raising the Bar - A Postscript
- Drinker Biddle: Amendments to NYSE Corporate Governance Listing Standards Approved by SEC
- Wiley Rein: No Coverage under D&O Policy for Property Damage or for Amounts Incurred in Connection with Equitable Relief
- Bass, Berry & Sims: NYSE Amends Corporate Governance Listing Standards
- McGuireWoods: OECD Seeks to Ice Grease Payments
- Akin Gump: Riskmetrics 2010 Corporate Governance Policy Updates
- Latham & Watkins: Corporate Governance Commentary on Board Confidentiality
- Milbank: Delaware Court of Chancery Refuses to Dismiss Action Seeking Dissolution of a Deadlocked Joint Venture [Lola Cars International Limited v. Krohn Racing, LLC, et al]
- Gibson, Dunn & Crutcher: Courting Cooperators: The SEC's Effort to Motivate Individual Cooperation
- Drinker Biddle: Handling Potential Whistleblowers: How Providers Can Deter Qui Tam Lawsuits
- Weil Gotshal: NYSE Governance Rule Changes Take Effect January 1, 2010
- Lowenstein Sandler: No D&O Coverage For Payment To Shareholder Class [Genzyme Corp v Federal Ins Co]
- Ropes & Gray: Directors of Banking Organizations Face Special Liability Risks
- Gibson, Dunn & Crutcher: RiskMetrics Group Releases Policy Updates for 2010 Proxy Season
- Latham & Watkins: The Pros and Cons of Voluntary Implementation of Proxy Access at 2010 Annual Shareholder Meetings
- Fulbright & Jaworski: Corporate Governance At-A-Glance
- King & Spalding: What Boards Should Be Doing Right Now
- Gibson, Dunn & Crutcher: SEC Approves Amendments to NYSE Corporate Governance Listing Standards
- Mayer Brown: US SEC Approves NYSE Corporate Governance Amendments
- Davis Polk: NYSE Corporate Governance Rule Changes to Take Effect January 1, 2010
- Wilson Sonsini: Update on Important Considerations for Companies Preparing for the 2010 Proxy Season
- O'Melveny & Myers: SEC’s Division of Corporation Finance Publishes Guidance Regarding Shareholder Proposals
- Morgan Lewis: The Latest Surge in Anti-Corruption Enforcement: What Looms on the Horizon for Global Businesses and Their Leadership
- Weil Gotshal: RiskMetrics/ISS Issues Policy Updates for 2010 Proxy Season: Expect More Negative Vote Recommendations in Uncontested Director Elections
- Troutman Sanders: Employee Handbooks, Policy Manuals, and Codes of Ethics: Which Communication Tools Are Best for Your Organization?
- Foley & Lardner: RiskMetrics Group Releases 2010 Corporate Governance Policy Updates
- Skadden: RiskMetrics Group Issues Its 2010 Policy Updates
- Paul Weiss: Corporate Governance Proposals in Senator Dodd’s Restoring American Financial Stability Act of 2009 Discussion Draft
- Bass, Berry & Sims: RiskMetrics Revises Poison Pill Policy; On-the-Shelf Rights Plans on the Rise
- Fulbright & Jaworski: Corporate Governance At-a-Glance
- Paul Weiss: Disclosure Considerations for U.S. Companies
- Akin Gump: IRS to Focus on Executive Compensation; Compensation Committees Should Review Approval Procedures for Performance-Based Compensation
- Fulbright & Jaworski: Corporate Governance At-A-Glance
- Baker & McKenzie: New Director Responsibilities and Action Items for the 2010 Proxy Season
- Baker & McKenzie: Publication of New REIT Law in Spain
- Davis Polk: Congressional and SEC Governance and Compensation Proposals: Scorecard and Action Plan
- Wilson Sonsini: SEC Provides New Guidance on Shareholder Proposals Related to Risk and CEO Succession
- Davis Polk: Dodd Bill Would Affect Corporate Governance and Executive Compensation Processes for All US Public Companies
- Morgan Lewis: RiskMetrics Group Releases Proposed Changes to Proxy Advisory Policies for 2010 Proxy Season
- Pepper Hamilton: What Every Corporate Counsel Should Know About Stockholder Inspection Rights
- ReedSmith: Proposed New Corporate Governance Legislation
- Clifford Chance: Considerations for the 2010 Proxy Season
- Haynes and Boone: SEC to Allow More Shareholder Proposals Related to Risk Management and CEO Succession Planning
- Kirkland & Ellis: Deal Protection — One Size Does Not Fit All
- Davis Polk: Investor Protection Act Passes House Financial Services Committee
- Bracewell & Giuliani: Conflicts Between U.S. And U.K. Corporate Privilege Laws
- Cleary Gottlieb: New Guidance under Rule 14a-8 Regarding the "Ordinary Business Exclusion" and Shareholder Proposals Relating to Risk and CEO Succession
- Skadden: Raising the Bar: A Self-Help Program For Re-Establishing Director Credibility and Combating Federal Preemption of State Corporate Law
- Latham & Watkins: Corporate Governance Commentary: Proxy Access Analysis No. 4
- Kirkland & Ellis: Despite Reprieve, 2010 Proxy Season Still Fraught with Peril
- Mayer Brown: US SEC Staff Offers Guidance On Exclusion of Shareholder Proposals from Company Proxy Statements
- Weil Gotshal: SEC Staff Provides New Guidance on “Risk-Related” and “CEO Succession” Shareholder Proposals under Rule 14a-8
- Vinson & Elkins: The SEC's New Initiatives Mean Increased Scrutiny for Companies, Including Officers and Directors
- McGuireWoods: SEC Staff Revise Policy for Excluding Shareholder Proposals: Climate Change Proposals Likely to Increase
- Davis Polk: SEC Revises Position on Exclusion of Shareholder Proposals Related to Risk and CEO Succession
- Latham & Watkins: 2009-2010 Executive Compensation Season: The Current Policy Drivers and What Public Companies Should Be Doing Now
- Herbert Smith: Global convergence of the regulation of financial sector remuneration
- Gibson, Dunn & Crutcher: SEC's Division of Corporation Finance Issues New Shareholder Proposal Guidance
- Davis Polk: Federal Reserve Proposed Guidance: Aligning Incentive Compensation with Safety and Soundness Concerns
- DLA Piper: Summary of 2009 legislative proposals regarding corporate governance
- Katten: Insider Trading: A Primer
- Milbank: Board's Rejection of Director's Offer to Resign Under a "Plurality Plus" Policy Is Not Sufficient, Standing Alone, to Support a Books and Records Claim Under DGCL Section 220 [City of Westland Police and Fire Retirement System v. Axcelis
- Skadden: Corporate Governance and Tax Risk
- Arnold & Porter: Transparency, Disclosure, and Sunshine: The Global Push for Stakeholder Accountability
- Cleary Gottlieb: Communication with Financial Analysts and Related Disclosure Issues
- Davis Polk: Governance Practices for IPO Companies: A Davis Polk Survey
- Freshfields Bruckhaus Deringer: Remuneration and corporate governance in financial institutions
- Paul Weiss: Interlocks Under Section 8 of the Clayton Act: Implications of the FTC’s Investigation of Apple and Google
- Paul Weiss: SEC’s Latest Regulation FD Enforcement Action Highlights the Benefits of a Strong Compliance Program
- Davis Polk: Preparing for the 2010 Proxy Season: Spotlight on Risk
- Foley & Lardner: SEC Enforces Regulation FD Violation by Chief Financial Officer; Does Not Pursue Company
- Sutherland: Say on Pay: It's Coming, Are You Ready?
- Allen & Overy: G20 Executive Compensation Reform Proposals
- Cleary Gottlieb: Financial Stability Board Releases Implementation Standards for its Principles for Sound Compensation Practices
- Gibson, Dunn & Crutcher: Risk Management and the Board of Directors
- Willkie Farr & Gallagher: “Just Vote No” Campaigns In Uncontested Director Elections —Renewed Vitality For The 2010 Proxy Season
- Winston & Strawn: A Step-by-Step Action Plan For Conducting Executive Compensation Risk Assessments
- Wiley Rein: Prior Notice Exclusion Bars Coverage for Defense of Criminal Prosecution [HLTH Corp. v. Clarendon Nat’l Ins]
- Squire Sanders: Corporate Governance Reforms and Proposed Amendments to NYSE Governance Disclosures
- Pillsbury: Executive Pay Reform Poses Complex Risks for Compensation Committees
- Wiley Rein: Insured v. Insured Exclusion Does Not Apply to Defense of Claim Brought Jointly by Insured and Non-Insureds
- Chadbourne & Parke: ‘Say on Pay’ Legislation Gains Momentum
- Greenberg Traurig: D&O Liability: Recent Developments in Indemnification and Advancement Rights
- Foley & Lardner: Warding Off Proxy Battles
- Gibson, Dunn & Crutcher: NYSE Proposes Amendments to Corporate Governance Listing Standards; NASDAQ Solicits Comments on "Comply or Disclose" Approach to Corporate Governance
- Covington & Burling: The Supreme Court Hears Oral Argument in Citizens United: How Far Will the Door Open on Corporate Political Spending?
- Bass Berry & Sims: The Path Ahead: Corporate Law Current Trends and Forecasts for 2010
- Mayer Brown: NYSE Proposes Changes to its Corporate Governance Rules
- Foley & Lardner: NYSE Proposes Technical Changes to Corporate Governance Rules
- Chadbourne & Parke: NYSE Proposes Amendments to Corporate Governance Listing Standards
- Ropes & Gray: NYSE Proposes Changes to Corporate Governance Listing Standards
- Faegre & Benson: NYSE Proposes Changes to Corporate Governance Listing Standards
- King & Spalding: Is Your D&O Coverage Adequate?
- Arnold & Porter: Current Environment Brings New Governance Challenges
- Perkins Coie: Green Policies: Understanding and Addressing Compliance Risks
- McGuireWoods: Corporate Governance Reform: Top 10 Suggestions to Help You Prepare
- Jones Day: Proposed Changes to Proxy Disclosure Regarding Executive Compensation and Corporate Governance
- King & Spalding: Harvard Law School Forum on Corporate Governance and Financial Regulation: The Board's Role In Risk Management
- Shearman & Sterling: SEC Charges Individual Executives with Control Person Liability Based on Corporation's Failure to Maintain Proper Books and Records and Internal Controls [Nature's Sunshine Products]
- Gibson, Dunn & Crutcher: The Need for a Principled Approach to Compensation Reform
- Littler: Employees Alleging Labor Violations by Foreign Suppliers Cannot Proceed Against U.S. Companies Based on Code of Conduct Clause in Supply Contracts [Doe v. Wal-Mart Stores]
- White & Case: The House of Representatives' Corporate and Financial Institution Compensation Fairness Act
- Weil Gotshal: Task Force of the ABA Committee on Corporate Governance Issues Report on the Delineation of Governance Roles and Responsibilities
- Ropes & Gray: House Approves Legislation Regulating Financial-Institution Compensation and Requiring Say-on-Pay and Compensation Committee Independence
- Dewey & LeBoeuf: House of Representatives Passes Corporate and Financial Institution Compensation Fairness Act of 2009
- Cleary Gottlieb: House Passes the Corporate and Financial Institution Compensation Fairness Act of 2009
- Skadden: U.S. Corporate Governance Today: A Reshaping of Capitalism -- Follow-up Discussion of Executive Compensation
- Skadden: U.S. Corporate Governance Today: A Reshaping of Capitalism
- Cleary Gottlieb: Summary of the Corporate and Financial Institution Compensation Fairness Act of 2009
- Fried Frank: UK Corporate Governance: A Radical Shift in the Landscape?
- Squire Sanders: Irate Investors: Prepare for Shareholders Looking for More Board Say
- Bingham: Recent Executive Compensation and Corporate Governance Developments — A Changing Landscape
- Latham & Watkins: Proxy Access Analysis No. 3- Some Suggestions for Public Company Responses to the Pending SEC Proxy Access Rule Proposal
- Sutherland: What Will Proxy Access Mean? The Debate Over Proxy Access
- Shearman & Sterling: SEC Proposed Amendments – Proxy Disclosure, Solicitation Enhancements and NYSE Rule 452
- Willkie Farr & Gallagher: SEC Issues Guidance On “Say-On-Pay” Vote For TARP Recipients
- Skadden: SEC Proposes Enhanced Proxy Disclosures and Approves Elimination of Broker Discretionary Voting in Director Elections
- McDermott Will & Emery: SEC Eliminates Broker Discretionary Voting in Director Elections, Proposes Changes to Disclosure & Other Requirements Regarding Corporate Governance & Compensation
- King & Spalding: Key Takeaways from the 2009 Proxy Season and Preparing for 2010: A Primer for Public Company Directors
- Gibson, Dunn & Crutcher: SEC Proposes Rules on "Say On Pay" for TARP Recipients, Proposes Enhanced Corporate Governance Disclosures and Proxy Solicitation Rule Changes, and Approves Final Rule on Broker Discretionary Voting
- Faegre & Benson: SEC Proposes Revised Proxy Rules to Facilitate Shareholder Nominations of Directors
- O'Melveny & Myers: Elimination of Broker Discretionary Voting in Director Elections
- Kirkland & Ellis: Delaware Adopts Important Amendments to its General Corporation Law
- Wilson Sonsini: U.S. Representative Peters Introduces Shareholder Empowerment Act of 2009
- White & Case: Global Code of Conduct Drafting Checklist (part 1)
- Bingham: “Proxy Access”: SEC Proposes Rules to Facilitate Director Nominations by Shareholders
- Milbank: SEC Proposes Long-Awaited Proxy Access Rules
- Weil Gotshal: Corporate Governance Initiatives Emphasize Concerns Regarding Executive Compensation
- Jones Day: SEC Proposes New Rules Facilitating Shareholder Nominations of Directors
- Sullivan & Cromwell: Shareholder Proxy Access: SEC Publishes Proposed Rule Providing Shareholders Access to Company Proxy Statements for Director Nominations
- Goodwin Procter: SEC Issues Release for Proxy Rule Amendments Relating to Shareholder Nomination of Directors
- Dewey & LeBoeuf: The Shareholder Bill of Rights Act of 2009
- Akin Gump: Treasury Department and SEC Address Plans for Reforming Executive Compensation
- Sullivan & Cromwell: San Antonio Fire & Police Pension Fund v. Amylin Pharmaceuticals, Inc.: Delaware Chancery Court Rules that Indenture Permits the Board to Approve as Continuing Directors Persons Nominated by Stockholders in Opposition to the S
- Gibson, Dunn & Crutcher: Delaware Court of Chancery Rules on "Poison Puts" [San Antonio Fire & Police Pension Fund v. Amylin Pharmaceuticals, Inc]
- DLA Piper: Do Your Corporate Policies Consider Social Media?
- Arnold & Porter: Evolving Expectations on Boards of Directors and Management Teams in Corporate Compliance
- White & Case: Global HR Hot Topic: Global Code of Conduct Drafting Strategy
- Jones Day: Conducting an Effective Internal Corporate Investigation: Best Practices, Pitfalls to Avoid
- White & Case: Proposed US Shareholder Rights Bill of Rights Act of 2009
- Duane Morris: U.S. Senate and SEC Corporate Governance Proposals
- Latham & Watkins: Proxy Access Rule Proposal Approved by SEC
- Gibson, Dunn & Crutcher: SEC Enforcement Action Focuses on Investment Adviser's Proxy Voting Policies and Procedures
- Weil Gotshal: SEC Proposes New Rule Mandating Proxy Access
- Milbank: Delaware Court of Chancery Refuses to Dismiss Claims Brought Against LLC’s Managing Member and the Individual Who Controlled the Managing Member [Bay Center Apartments Owner, LLC v. Emery Bay PKI, LLC]
- Latham & Watkins: Senator Schumer’s Shareholder Bill of Rights
- Paul Hastings: What to do When the Government Knocks on Your Company’s Door
- Gibson, Dunn & Crutcher: Recent State and Federal Corporate Governance Developments
- Vinson & Elkins: Delaware General Corporation Law Amended to Protect Director and Officer Indemnification Rights
- Debevoise & Plimpton: Recent SEIU Demand Letters Concerning Executive Pay Raise Key Considerations for Responding Boards of Directors
- Morrison & Foerster: Broadcom Ruling Highlights Potential Pitfalls in Internal Investigations
- Schulte Roth & Zabel: Pro-Shareholder Amendments to Delaware General Corporation Law Proposed
- Winston & Strawn: Federal Appeals Court Demolishes Defenses Against MARPOL Prosecutions
- Weil Gotshal: Ten Areas for Enhanced Board Focus in 2009
- Paul Hastings: Interested Party Transactions: Lessons from Loral
- Paul Hastings: Shareholder Proposals, Proxy Access and the Current Proxy Season
- K&L Gates: A Guide to Political and Lobbying Activities
- Milbank: Renewed Focus on Takeover Defenses: Re-Tooling Advance Notice Bylaws and the Return of Stockholder Rights Plan
- Milbank: Federal District Court Tackles Delaware Law on Minority Stockholder Rights in Short-Form Mergers
- Gibson, Dunn & Crutcher: Director and Officer Indemnification and Insurance in Turbulent Times
- Blank Rome: Ten Bylaw Amendments That May Lessen Your Company’s Vulnerability to a Shareholder Activist and Prevent It from Being a Sitting Duck This Proxy Season
- White & Case: Advancement and Indemnification of Legal Fees to Directors and Officers in Light of Recent Case Law
- White & Case: Who is Overseeing the Proxy Advisors?
- Holland & Knight: SCC Launches Campaign for More Transparency and Disclosure in Proxy Matters
- Shearman & Sterling: Corporate governance and directors’ duties
- Jenner & Block: New Obstacles in Setting the Tone at the Top ... and Some Solutions
- Covington & Burling: Contributing to the Presidential Inauguration Committee, the Transition, and Gift Rule Restrictions in Post-Election Washington
- Akin Gump: Rules Governing Contributions to Recounts and Runoffs
- Haynes and Boone: Best Practices for Corporate Governance and Compliance (Book Chapter)
- Jones Day: Nominating and Governance Committee Action Items for Autumn 2008: No Time To Waste
- McDermott, Will & Emery: Potential Impact of Current Economic Conditions on Nonprofit Governance
- Jones Day: Talk to Me: Designing An Effective Board Evaluation Process
- WilmerHale: SEC Approves Revised Rule for Auditor Communications to Audit Committees About Independence
- Quarles Brady: A "Pay-to-Play" Law Is On Its Way to a Jurisdiction Near You
- King & Spalding: Directors & Boards: Boardroom Briefing--Key Issues in Board Self-Evaluations
- King & Spalding: Playing the Political Game While Avoiding Prosecution: Corporate Executives Must Understand the Rules of Campaign Finance
- Mayer Brown: A New Approach To Compliance: True Corporate Leniency for Executives
- Latham & Watkins: Rule 10b5-1 Plans: Recommended Guidelines for Managing Risks in the Current Environment
- Jones Day: Recent Delaware Court Rulings Highlight Need for Review of Director Indemnification Arrangements
- Hogan & Hartson: NYSE and Nasdaq Revise Director Independence Tests
- DLA Piper: Nasdaq Modifies Definition of “Independent Director”
- DLA Piper: How good is your governance?
- Paul Hastings: Revisiting Advance Notice Bylaws in Light of Recent Delaware Decisions
- King & Spalding: Lead Director Network ViewPoints-Issue 1: The Role and Value of the Lead Director
- DLA Piper: SEC Staff Updates Disclosure Interpretations
- Goodwin Proctor: Delaware Supreme Court Invalidates Bylaw Mandating Expense Reimbursement in Contested Elections
- Morrison and Foerster--Mandatory Ethics Rules for Companies Contracting with US Government
- Latham and Watkins--A Practitioner’s Guide to Electronic Shareholder Forums
- Latham and Watkins--Permissable Political Involvement of Corporations in Federal Elections
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