Corporate Law

Subscribe to Corporate Law via RSS

On Aug. 18, 2015, a divided panel of the D.C. Circuit Court of Appeals in National Ass’n of Manufacturers v. U.S. Securities and Exchange Commission (Minerals II) reaffirmed its April 2014 decision that the SEC’s conflict minerals rule, and the underlying provision of the Dodd-Frank Act, violate the First Amendment to the extent they require a company to report to the SEC, and to state on its website, that any of its products have “not been found to be ‘[Democratic Republic of the Congo] conflict free.’”[1]  The panel had agreed to reconsider the case because of an intervening en banc decision of the full D.C. Circuit in another case, American Meat Institute v. U.S. Department of Agriculture (Meat II),[2] which raised a similar First Amendment challenge to USDA requirements for labeling meat products.
Continue Reading Mixing Meat And Minerals On Compelled Commercial Speech

Following numerous speeches over the past several months by senior Department of Justice officials on their focus on the prosecution of individuals in investigations involving corporate misconduct and the importance of corporations disclosing evidence against individuals to receive cooperation credit in criminal investigations, on September 9, 2015, the U.S. Justice Department issued new guidelines aimed at prioritizing the Department’s focus on individual responsibility in both civil and criminal corporate wrongdoing cases.  The guidelines appear to reflect a push by the Department to strengthen efforts at obtaining penalties – including criminal penalties – against responsible individuals in addition to those that may be sought against the firms and companies involved in misconduct.  The guidelines supplement those set out in the 2007 memorandum from Deputy Attorney General Paul McNulty on “Principles of Federal Prosecution of Business Organizations.”  These new guidelines are a response to criticism that the Department has not been aggressive enough in prosecuting individuals post-financial crisis and are a must know for companies and individuals engaged in ongoing Department investigations others who could be the subject of investigation in the future, including companies and individuals in heavily-regulated industries.
Continue Reading U.S. Justice Department Issues New Guidelines Prioritizing Individual Liability For Corporate Wrongdoing

On May 5, 2015, Louise Parent, Of Counsel, was interviewed by Randy Milch about her ambitious path to general counsel of AMEX, how she successfully dealt with AMEX’s battle with Visa and Mastercard in the U.S., Europe, and Latin America, and how the role of general counsel has changed since 1993.
Continue Reading Podcast: Vertical Promotion is Not Always Route to General Counsel

Amendments to the Delaware General Corporation Law are now formally before the legislature. Two provisions – one relating to defective corporate authorizations and the other to mergers – will be of particular interest, as will the potential traps that may arise in connection with the merger statute amendment.
Continue Reading Traps to Consider: Delaware’s Merger Statute and Ratification Amendments

In the years since the financial reporting scandals and the Sarbanes-Oxley Act of 2002, and in particular following the financial crisis and the Dodd-Frank Act of 2010, boards of directors have faced greater burdens and more intense scrutiny of their activities and performance. One manifestation of this has been pressure to change the role of directors from one of partnership with and oversight of management to one of an almost quasigovernmental watchdog directly responsible for monitoring management’s performance, including its compliance with increasingly complex and burdensome regulation. In addition, activist investors continue to publicly push some boards to pursue strategies focused on short-term returns, even in instances where those strategies are inconsistent with the directors’ preferred, sustainable long-term strategies for the corporation.
Continue Reading Selected Issues for Boards of Directors in 2013

On November 14, 2012, the European Commission adopted a proposal for a directive (the “Proposed Directive”) that aims to substantially increase the number of women on EU corporate boards. In the Commission’s view, non-binding efforts to enhance female board representation1 have proven ineffective. The proposed measures are intended to be of a transitory nature (i.e., until sustainable progress has been reached in the gender composition of boards). Accordingly, the Proposed Directive would expire on December 21, 2028.
Continue Reading EU Proposes Gender Balance Quotas for Listed Company Boards

In 2002, the UK began requiring an advisory shareholder vote on the annual executive and non-executive director compensation practices of UK-incorporated quoted companies (“UK Companies”).  Eight years later, in July 2010, the US followed suit when President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), providing for an advisory say-on-pay vote for most large US public companies.[1],[2]
Continue Reading Binding Shareholder Say-on-Pay Vote on Route to Reality in the UK: US Companies Take Note

  1. Introduction

On 14 March 2012, the UK Government published a consultation on shareholder voting rights in connection with “executive” pay.  The consultation follows an earlier discussion paper in which, among other questions, the Government asked whether a binding vote on remuneration would improve shareholders’ ability to hold quoted companies to account on pay and performance.  The proposals form part of a package of measures the Government intends will address failings in the UK corporate governance framework for executive remuneration.
Continue Reading UK Government Consults on Increasing Shareholder Voting Rights in Relation to Quoted Company Directors’ Pay