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SEC Adopts New Short Selling Restrictions
IRS and the Department of the Treasury Release Guidance on Foreign Bank Account Reports
The Delaware Chancery Court Analyzes Fiduciary Duties of LLC Controlling Members and Managers and Addresses Third Party Vote Buying Claims
SEC Issues Statement on Global Accounting Standards and Publishes a Work Plan to Study Potential Adoption of IFRS for U.S. Issuers

FDA Announces New Push to Prosecute Officers and Executives for No-Intent Crimes

Skadden
March 5, 2010

Please see our Hot Topics for more on this subject.

Delaware Chancery Court Upholds Adoption and Use of Poison Pill Triggered by Competitor's Acquisition of Stock

Wilson Sonsini
March 5, 2010

Please see our Hot Topics for more on this subject.

Directors' Failure to Detect and Prevent Ponzi Scheme Not Covered "Professional Services" [Appel v. Lexington Ins. Co]

Wiley Rein
March 5, 2010

A Renewed Focus on Foreign Corruption and Access by Politically Exposed Persons to the U.S. Financial System

Debevoise & Plimpton
March 2010

Delaware Court of Chancery Validates Use of a Net Operating Loss Poison Pill

Gibson Dunn
March 3, 2010

Please see our Hot Topics for more on this subject.

Delaware Court Upholds Use of 4.99% Poison Pill to Protect NOLs [Selectica]

Davis Polk
March 3, 2010

Please see our Hot Topics for more on this subject.

Poison Pill Update: Delaware Chancery Court Upholds NOL Rights Plan With 4.99% Trigger [Selectica, Inc. v. Versata, Inc]

Debevoise & Plimpton
March 2, 2010

Please see our Hot Topics for more on this subject.

Responding to a corporate crisis—A framework for dealing with bad news

WilmerHale
From Journal of Securities Law, Regulation & Compliance
March 1, 2010

California Court Clarifies Directors’ Duties When a Corporation Is Insolvent or in the Zone of Insolvency

McDermott Will & Emery
February 26, 2010

Please see our Hot Topics for more on this subject.

The OBO/NOBO Distinction in Beneficial Ownership: Implications for Shareowner Communications and Voting

Cleary Gotllieb
February 2010

Colorado Supreme Court Strikes Down Colorado Pay-To-Play Law

Covington & Burling
February 25, 2010

Limitations on Conduct Protected Under Sarbanes-Oxley

Weil Gotshal
February 24, 2010

Extensive Implications Possible as Collective Knowledge Theory of Corporate Liability is Considered by Massachusetts Supreme Judicial Court

Proskauer
February 24, 2010

U.S. Sentencing Commission Requests Comment on Credit For Compliance Program Even When "High Level" Personnel Participated in Unlawful Conduct

Jones Day
February 2010

Please see our Hot Topics for more on this subject.

Supreme Court Decides Hertz Corp. v. Friend

Faegre & Benson
February 23, 2010

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RiskMetrics issues guidance on new SEC proxy disclosure rules

DLA Piper
February 22, 2010

Please see our Hot Topics for more on this subject.

Overview Of The 2009 Amendments To The Delaware General Corporation Law

Paul Weiss
February 22, 2010

Please see our Hot Topics for more on the indemnification of directors in Delaware.

Please see our Hot Topics for more on proxy access in Delaware.

The 2009 Amendments to the False Claims Act Add New Firepower to the Government’s Anti-Fraud Arsenal

Vinson & Elkins
February 19, 2010

Please see our Hot Topics for more on FERA & the FCA.

Court Rejects Claims That Merger Negotiations Must Be Disclosed [Levie v. Sears Roebuck & Co]

Paul Hastings
February 22, 2010

Corporate Governance At-A-Glance

Fulbright & Jaworski
February 19, 2010
In this issue:

SEC Announces Enforcement Cooperation Initiative
Fifth Circuit Reaffirms Strict Class Certification And Loss Causation Requirements For Securities Class Actions
U.S. Supreme Court’s Recent Ruling in Citizens United v. Federal Election Commission Creates Potential New Corporate Governance Issues
RiskMetrics Launches New Corporate Governance Rating Methodology

Texas Business Organizations Code Now Applicable to All Entities

Haynes and Boone
February 18, 2010

Directors' Duties under the New SEC Rules on Disclosure Enhancement

Davis Polk
From The Conference Board
February 2010

Please see our Hot Topics for more on this subject.

The SEC's Enforcement Cooperation Initiatives

Debevoise & Plimpton
February 17, 2010

Please see our Hot Topics for more on this subject.

FEC Starts to Make Citizens United a Reality

ReedSmith
February 15, 2010

Please see our Hot Topics for more on Citizens United.

U.S. Sentencing Commission Proposes Changes Regarding Sentencing of Corporations

Kirkland & Ellis
February 2010

Please see our Hot Topics for more on this subject.

“No Mas” to “Just Say No”? [Airgas and Air Products]

Kirkland & Ellis
February 16, 2010

Look Before You Leap: DPAs, NPAs, And The Environmental Criminal Case

Venable
February 16, 2010

FDIC Proposes to Increase Assessment Rates for Risky Compensation Structures

Debevoise & Plimpton
February 2010

Please see our Hot Topics for more on this subject.

Compensation Committees Should Reevaluate Bonus Plans as New IRS Deductibility Rules Take Effect

Seyfarth Shaw
February 16, 2010

Please see our Hot Topics for more on 162(m).

Fiduciary Duties of a Buyer’s Board; Implications of Conflicting D&O Indemnification Provisions

Bass Berry & Sims
February 16, 2010

Sentencing Commission Proposes Significant Changes to Organizational Guidelines

Skadden
February 15, 2010

Please see our Hot Topics for more on this subject.

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

Willkie Farr & Gallagher
February 12, 2010

Please see our Hot Topics for more on this subject.

Corporate Govenance At-A-Glance

Fulbright & Jaworski
February 11, 2010
In this Issue:

New Arbitration Rules Adopted by the Delaware Court of Chancery
DOJ Breaks New Ground in Aggressive FCPA Enforcement
SEC Issues Interpretive Guidance on Climate Change Disclosure

Delaware Decision Signals a New Focus on Vote Buying Claims and Redefines Law on Record Holders [Kurz v. Holbrook]

Paul Weiss
February 11, 2010

Insights for In-House Counsel Grappling with Self-Reporting

Ropes & Gray
From Corporate Counsel
February 2, 2010

Anti-Bribery Compliance to Take Centre Stage as OECD Targets Facilitation Payments

McDermott Will & Emery
February 11, 2010

Please see our Hot Topics for more on this subject.

Debt-to-Equity Conversions Create Issues for Fund-Affiliated Directors

Fulbright & Jaworski
February 10, 2010

Proceed with Caution: A Guide to Citizens United

Jenner & Block
February 8, 2010

Please see our Hot Topics for more on Citizens United.

Preparation for 2009 Fiscal Year SEC Filings and 2010 Annual Shareholder Meetings

Mintz Levin
February 10, 2010

Please see our Hot Topics for more on the 2010 proxy season.

RiskMetrics’ Governance Risk Indicators (GRId) – a New Governance Measurement for Proxy Voting Reports

Davis Polk
February 9, 2010

Please see our Hot Topics for more on RiskMetric's "GRId."

SEC Enforcement Division Releases Detailed Information Regarding Cooperation Initiatives

Davis Polk
February 8, 2010

Please see our Hot Topics for more on this subject.

Delaware Court of Chancery Establishes CEO's Right to Advancement of Expenses to Defend Counterclaims in Proceeding Initiated by CEO [Paolino v. Mace Security International, Inc]

Vinson & Elkins
February 8, 2010

SEC Staff Issues C&DIs Interpreting New Disclosure Requirements Relating to Corporate Governance and Executive Compensation

Fried Frank
February 8, 2010

Please see our Hot Topics for more on this subject.

"Governance Risk Indicators": What RiskMetrics Group's New Governance Risk Assessment Tool Means to Public Companies

Wilson Sonsini
February 5, 2010

Please see our Hot Topics for more on RiskMetric's "GRId."

United States Sentencing Commission Proposes Changes to Guidelines that Impact Corporate Ethics and Compliance

Mayer Brown
February 5, 2010

Please see our Hot Topics for more on this subject.

How Effective Is Your Clawback?

Pillsbury
February 2010

U.S. Sentencing Commission Proposes New Requirements for Effective Compliance Programs and Seeks Comment on Reducing Penalties for Criminal Conduct Involving High-Level Personnel

Sullivan & Cromwell
February 2, 2010

Please see our Hot Topics for more on this subject.

When The Regulators Come Calling, Will Your Company Have The Right D&O Coverage?

Jenner & Block
February 2, 2010

Considerations for Public Company Directors in the 2010 Proxy Season

Gibson, Dunn & Crutcher
February 1, 2010

Translating ‘Macro-Prudential Supervision’ Principles Into Law: A focus on the ‘forest’ instead of just the ‘trees’

Shearman & Sterling
February 1, 2010

Citizens United Shifts the Focus to Corporate Governance

McGuireWoods
February 1, 2010

Please see our Hot Topics for more on Citizens United.

SEC Issues C&DI's Regarding Recent Release on the Enhanced Disclosure Rules for Compensation, Risk Oversight and Corporate Governance

Cahill
January 27, 2010

Please see our Hot Topics for more on this subject.

U.S. Sentencing Commission Dangles a Compliance Carrot in Front of Corporate Defendants

McGuireWoods
January 29, 2010

Please see our Hot Topics for more on this subject.

Poison Pills Revisited

Gibson, Dunn & Crutcher
January 28, 2010

Survey of Recent D&O Insurance Case Law

Lowenstein Sandler
January 26, 2010

Corporate governance reform in the UK

SJBerwin
Letter to North America
January 25, 2010

Campaign Law Update

Locke Lord Bissell & Liddell
January 25, 2010

Please see our Hot Topics for more on this subject.

"Don't Un-PAC Yet"

Kelley Drye
January 25, 2010

Please see our Hot Topics for more on this subject.

Supreme Court Strikes Down Limits on Campaign Communications by Corporations and Unions

Blank Rome
January 22, 2010

Please see our Hot Topics for more on this subject.

Supreme Court Opens the Way for Direct Corporate Participation in the Electoral Process

Greenberg Traurig
January 21, 2010

Please see our Hot Topics for more on this subject.

Cracking Down on Misconduct by Corporate Officers—Can Corporate Liability be Far Behind?

Baker Hostetler
January 22, 2010

Please see our Hot Topics for more on this subject.

Supreme Court Overturns Restrictions on Corporate and Union Spending in Elections [Citizens United v. Federal Election Commission]

Akin Gump
January 21, 2010

Please see our Hot Topics for more on this subject.

Supreme Court Dramatically Expands Ability of Corporations, Unions and Outside Groups to Influence Elections [Citizens United v. FEC]

Sonnenschein
January 21, 2010

Please see our Hot Topics for more on this subject.

Explicating Revlon

Skadden
January 20, 2010

DOJ changes the landscape of anti-bribery enforcement

Nixon Peabody
January 20, 2010

Please see our Hot Topics for more on this subject.

The Board’s Role in Succession Planning

King & Spalding
From Harvard Law School Forum on Corporate Governance and Financial Regulation
January 20. 2010

SEC Implements Say-On-Pay Requirements for TARP Recipients

Ballard Spahr
January 20. 2010

Please see our Hot Topics for more on the TARP "Say-On-Pay" Rules.

Special Litigation Committee and Regulatory Investigation Costs Held Covered under Corporation's D&O Insurance Policy [MBIA, Inc. v. Federal Ins. Co]

Wiley Rein
January 20, 2010

Department of Justice Announces Largest Single FCPA Investigation and Prosecution of Individuals Ever

Wiley Rein
January 20, 2010

Please see our Hot Topics for more on this subject.

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]

McGuireWoods
January 19, 2010

“Game-Changer”? The SEC’s effort to foster cooperation with a reorganized Enforcement Division

Nixon Peabody
January 19, 2010

Please see our Hot Topics for more on this subject.

Corporate Governance Reform May be the Theme for 2010, but Caution Should be the Watchword

Sullivan & Cromwell
From Corporate Board Member
January 19, 2010

The FDIC Seeks Public Comment on Whether to Incorporate Compensation Programs into the Risk-Based Deposit Insurance Assessment System

Davis Polk
January 13, 2010

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

Katten
January 12, 2010

Please see our Hot Topics for more on NYSE's elimination of broker discretionary voting for directors.

Please see our Hot Topics for more on the RiskMetrics' 2010 Voting Policies.

Board Focus 2010: Issues and Developments

Cleary Gottlieb
January 11, 2010

Recommendations in Drafting Disclosure Relating to Board Leadership and Risk Oversight

King & Spalding
January 12, 2010

Please see our Hot Topics for more on this subject.

The Sun Sets on the Texas Business Corporation Act: Implications for Domestic and Foreign Business Organizations in Texas

King & Spalding
January 11, 2009

New Illinois Laws Enact Sweeping Changes to Campaign Finance, Ethics, Public Records, Lobbying and Procurement Requirements

Mayer Brown
January 11, 2009

2009 Year-End Update on Corporate Deferred Prosecution and Non-Prosecution Agreements

Gibson, Dunn & Crutcher
January 7, 2010

Update on Final SEC Enhanced Proxy Disclosure Rules

Latham & Watkins
January 7, 2010

Please see our Hot Topics for more on this subject.

Practical Implications of the SEC’s New Corporate Governance and Compensation Disclosure Requirements

Davis Polk
January 7, 2010

Please see our Hot Topics for more on this subject.

New Disclosure Rules for 2010 Proxy Season

Drinker Biddle
January 5, 2009

Please see our Hot Topics for more on this subject.

Opinion: Top Challenges on Boards’ 2010 Agendas

King & Spalding
From Agenda Week's "2010 Outlook"
January 4, 2010

SEC Adopts Amended Rules for Compensation and Corporate Governance Disclosure

Simpson Thacher
December 31, 2009

Please see our Hot Topics for more on this subject.

New Year and New Regulations: All Texas Entities Now Subject to the Texas Business Organizations Code

Fulbright & Jaworski
December 31, 2009

You, Too, Could Be a Lobbyist (Even If You Don’t Want to Be)

McDermott Will & Emery
December 30, 2009

Ten Thoughts for Ordering Governance Relationships in 2010

Weil Gotshal
January 2010

The Intersection of Data Breach and D&O Exposure [Heartland Payment Systems]

Lowenstein Sandler
December 29, 2009

RiskMetrics 2010 U.S. Corporate Governance Policy Updates

Chadbourne & Parke
December 2009

Please see our Hot Topics for more on the 2010 proxy season.

Compensation and Corporate Governance Disclosure: SEC Staff Publishes Transition Guidance on Proxy Disclosure Rules

Sullivan & Cromwell
December 24, 2009

Please see our Hot Topics for more on this subject.

Have You Been Naughty or Nice? Confessing to Risky Compensation Structures (And Other New SEC Disclosure Rules)

Debevoise & Plimpton
December 23, 2009

Please see our Hot Topics for more on this subject.

Setoff Rights And Bankruptcy D&O Litigation

Hunton & Williams
From Law360
December 22, 2009

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Corporate Governance Memo of the Week

Directors' Duties under the New SEC Rules on Disclosure Enhancement

Davis Polk
From The Conference Board
February 2010

Please see our Hot Topics for more on this subject.
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