Legal blogs have been abuzz over a recent Delaware Supreme Court opinion which seemed to approve a private company’s decision to change its by-laws so that the cost of attorney fees in a derivative or similar shareholder lawsuit would be borne by the loser. But although the opinion appears on its face to be very management friendly, the Race -to -the-Bottom noted its limits. And indeed, as the D&O Diary noted, legislative efforts to limit the opinion’s impact are already underway.
Director independence has also been the subject of a three-part Race-to-the-Bottom blog. The blog discusses the high standard the Delaware courts impose upon plaintiffs attempting to establish a lack of director independence, the types of personal relationships which can affect director independence, and the effect which both can have on whether a derivative suit moves forward. View part 1 here, view part 2 here, view part 3 here.
Financial Executives International Daily summarized recent remarks made by Securities and Exchange Commission (“SEC”) Chair Mary Jo White before the Financial Accounting Foundation. Among other things, the blogpost highlighted White’s comments concerning audit committee reporting requirements.
The HLS Forum on Corporate Governance and Financial Regulation posted University of Chicago Law School professor Omri Ben- Shahar discussion of his book “More than You Wanted to Know: The Failure of Mandated Disclosure.” The book notes the problems affiliated with disclosure overload as well as disclosure accumulation.