Corporate governance - Vigil

When the board of a Delaware corporation has established—and follows—specific policies and procedures for approval of related party agreements, the directors should be mindful that a related party agreement, if challenged, would nonetheless be subject to the court’s “entire fairness” framework of review.

The European Market Abuse Regulation (No. 596/2014), which rewrites many rules governing insider trading and market manipulation, will come into full force in June 2016 in the Member States of the Union. With respect to insider trading, the underlying approach remains based on the equal access to information theory and the idea that—absent specific exemptions—everyone in possession of a price-sensitive, inside information, cannot trade without running afoul of the law, unless the information is properly disclosed when this is allowed. In this perspective, Europe can be contrasted with the U.S., where the fiduciary duty theory of insider trading has created a complex web of doctrines and rules, and caused significant uncertainty (just consider the recent certiorari granted by the Supreme Court in light of a split among Circuit Courts on the scope of tippee liability (discussed on the Forum here)). For an overview of the different approaches on the two sides of the Atlantic, also in an historical perspective, see here.

This report discusses how inclusive workplace cultures improve retention among Canadian high potentials.

Bank of America CEO Brian Moynihan ranks near the top of U.S. executives in his use of a prestigious perk typically unavailable to a company’s rank and file – personal use of corporate aircraft.

The SEC announces a one-year extension of its limit up-limit down (LULD) plan.

On April 6, 2016, the U.S. Department of Labor (the “DOL”) issued final regulations expanding the definition of a “fiduciary” with respect to pension and retirement plans, IRAs and other accounts under ERISA and the Internal Revenue Code. The regulatory package (collectively, the “Final Rule”) follows nearly one year after the DOL’s proposed regulation (the “Proposed Rule”). [1] Similar to the Proposed Rule, the Final Rule:

Work/life balance has been described as the issue of our age, but attainment of a balance, or the ‘good life’, is increasingly elusive. This is borne out by a study of Australian male and female corporate lawyers, the findings from which are explored in my recently-published article

Halyard Health HYH, $HYH. Vote proxy AGAINST the pay plan, compensation committee, and Omnibus Stock Plan. Voted FOR auditor. #corpgov reform needed.

The SEC announces the agenda for the April 26, 2016 meeting of its equity market structure advisory committee.

Whether one ascribes to the agency theory of shareholder primacy or the contractarian theory of director primacy, boards of directors have great discretion in determining whether, when, and how to sell the corporation.

Governance specialist Jim Hanks of Venable says proxy access has become a major issue.