Corporate Governance

When Does The SEC Target Individuals?

In the Fabrice Tourre case, the SEC was accused of targeting a low-level employee instead of a culpable employer. In […]

The Key Issues In The 2013 Proxy Season

There were proposals regarding say-on-pay, board declassification, majority voting; “zombie directors,” board diversity and…

No Extra Healthcare Benefits For Executives (IRS Regs Pending)

The IRS is working on regulations that will implement the Affordable Care Act’s nondiscrimination provision,which says that highly compensated employees […]

Senate Bill Would Curtail Executive Compensation Tax Deductions

Executive compensation is under fire in a proposed Senate bill that would significantly limit deductibility of C-Suite paychecks over $1 […]

What Law Firm Lawyers Are Saying About Billing Practices

While general counsel remain vigilant in detecting abusive billing practices for outside legal work, law firm lawyers seek to make […]

JP Morgan Investigation Could Set The Limits On A Common Practice

Hiring children of powerful foreign government officials in order to gain advantage in competition for business is common, the writer […]

Audit Committee Responsibilities and the Risk of Restatement

Accounting judgments about revenue recognition, accruing losses and assessing fair value are principally the responsibility of management. A company’s audit […]

Delaware Court: Merger Process Unfair, But No Breach Of Fiduciary Duty

The Delaware Court of Chancery found much to fault in the actions of the directors, but nonetheless said there was no breach of fiduciary duty.

Adjusting To The New Norm Of Shareholder Activism

Many traditionalist institutional investors are now either more or less “activist” investors or will support activist factions. Companies need to […]

Cyber-Insurance Can Reduce Disclosure Requirements As Well As Risk

Public companies are now required to disclose their cyber-security preparations, plans and vulnerabilities, but SEC guidance has made it clear […]

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