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Directors' and officers' insurance policies should be reviewed in light of anticipated increase in whistleblowing activity instigated by the Dodd-Frank Act and the UK Bribery Act

Squire Sanders
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United Kingdom, USA
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January 5 2011

The Dodd-Frank Act contains a number of controversial provisions, but perhaps none more so than mandatory payment of a substantial bounty to individuals who provide "original information" to the Securities and Exchange Commission (SEC) leading to fines in excess of US$1 million

SEC stays proxy access rules amid legal challenge

Squire Sanders
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USA
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October 5 2010

On Monday, the Securities and Exchange Commission (the SEC) unexpectedly granted a stay delaying the effectiveness of newly adopted Rule 14a-11 and associated amendments, including the amendment to Rule 14a-8

SEC adopts proxy access rule for shareholder director nominations

Squire Sanders
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USA
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September 9 2010

On August 25, 2010, the Securities and Exchange Commission (SEC) voted 3 to 2 to adopt amendments (Amendments) to the federal proxy rules that will implement a new system of "proxy access," which has come to mean a procedure by which shareholders of a public company can participate in the director nomination process

Absent an explicit agreement, traditional fiduciary duties apply to managers and majority members of a Delaware LLC

Squire Sanders
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USA
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May 4 2010

A recent case decided in the Delaware Court of Chancery clarified that managers and controlling members of an LLC owe fiduciary duties to the LLC and its members, unless the governing LLC agreement explicitly expands, restricts or eliminates these fiduciary duties

SEC adopts enhanced disclosure about risk, compensation and corporate governance

Squire Sanders
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USA
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December 21 2009

On December 16, 2009, the Securities and Exchange Commission approved rules to enhance the information companies provide to shareholders in proxy statements and other reports filed with the SEC

House bill would foster emerging companies by exempting smaller public companies from Sarbanes-Oxley auditor attestation requirement

Squire Sanders
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USA
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December 15 2009

In a move that reflects growing pressure against some provisions of the Sarbanes-Oxley Act of 2002, the US House of Representatives voted last week to exempt smaller public companies from the annual requirement to file an auditor’s attestation report on internal controls over financial reporting

Corporate governance reforms and proposed amendments to NYSE governance disclosures

Squire Sanders
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USA
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September 21 2009

Several recent corporate governance reforms including the August 26, 2009 New York Stock Exchange (NYSE) proposal to amend corporate governance disclosure requirements that apply to listed companies have been proposed and implemented since the publication of two recent Corporate Alerts

Shareholder nomination of 25 percent of your directors coming soon?

Squire Sanders
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USA
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May 28 2009

As reported in our April 2009 Corporate Alert, effective August 1, 2009, the Delaware General Corporate Law was amended to give shareholders greater access to Delaware corporations' proxy materials with respect to nomination of directors

Lyondell: a victory for corporate directors in the Delaware Supreme Court

Squire Sanders
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USA
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May 20 2009

A recent decision by the Delaware Supreme Court in Lyondell Chemical Co. v. Ryan made several important clarifications about the nature of the fiduciary duties that corporate directors owe in connection with the sale of Delaware corporations

Recent amendments to Delaware General Corporate Law allow for bylaw provisions granting shareholder access to proxy materials

Squire Sanders
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USA
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April 22 2009

Shareholder access to public company proxy ballots has been a highly controversial issue in the ongoing debate concerning the appropriate balance of power between corporate boards and their shareholders

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