1. 1-7 of 7
    1. Delaware Court Upholds CEO Removal and Determines Board Composition

      Delaware Court Upholds CEO Removal and Determines Board Composition

      In Klaassen v. Allegro Development Corporation, 2013 WL 5739680 (Del. Ch. Oct. 11, 2013), Eldon Klaassen, the former CEO of Allegro Development Corporation (“Allegro”), brought an action under Section 225 of the Delaware General Corporation Law, requesting that the Court of Chancery declare that he: (1) was still the CEO of Allegro, (2) had validly removed two of Allegro’s directors and appointed their replacements, and (3) had validly filled a preexisting director vacancy. Klaassen claimed that his removal as CEO of Allegro by the board of directors (the “Board”) was void. If he was indeed still CEO, he had ...

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    2. Towards Board Declassification at 100 S&P and Fortune 500 Companies

      Towards Board Declassification at 100 S&P and Fortune 500 Companies

      Posted by Lucian Bebchuk, Scott Hirst and June Rhee, Shareholder Rights Project, on Tuesday December 10, 2013 at 9:16 am * Print * email * Twitter Tags: Classified boards, Florida SBA, Illinois State Board of Investment, Institutional Investors, June Rhee, Lucian Bebchuk, Nathan Cummings Foundation, North Carolina State Treasurer, Ohio Public Employees Retirement System, Precatory proposals, Scott Hirst, Shareholder proposals, Shareholder Rights Project, Staggered boards Editor’s Note: Lucian Bebchuk is the Director of the Shareholder Rights Project (SRP), Scott Hirst is the SRP’s Associate Director, and June Rhee is the SRP’s Counsel. The SRP, a clinical program operating at ...

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    3. Understanding the Board of Directors After the Financial Crisis

      Understanding the Board of Directors After the Financial Crisis

      Research on the composition and structure of the board of directors is a thriving subject in the aftermath of the financial crisis. The discussion thus far has assumed that finding the right board members is extremely important because they tend to enhance corporate strategy and decision-making. Consider the case of Apple’s board...

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    4. No, GCs Should Not be on the Board

      No, GCs Should Not be on the Board

      A provocative headline recently topped a CorpCounsel.com story: “Should GCs Be on the Board? GCs Say Yes.”  This former GC says “no.”  In fact, the story presented a much more modest and qualified account of that issue in describing “The General Counsel Excellence Report 2013,” prepared by the news site Global Legal Post, in association with legal referral network TerraLex and based on a survey of 270 chief legal officers globally...

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    5. Taking a Fresh Look at Corporate Governance

      Taking a Fresh Look at Corporate Governance

      Many boards today are trying to figure out if they have the proper skills and experience to guide their companies now and in the future. Each board needs to consider whether the backgrounds and experience of its existing directors are appropriate or if new skills are needed. Recently, some critics have been outspoken about their perception of deficiencies in the current state of board renewal...

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    6. Executive Compensation: What Will 2012 Bring? — The Harvard Law School Forum on Corporate Governance and Financial Regulation

      Executive Compensation: What Will 2012 Bring? Posted by Scott Hirst, co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Thursday January 12, 2012 at 9:26 am * Print * email * Twitter Tags: Clawbacks, Compensation, Dodd-Frank Act, Executives, John Cannon, Linda Rappaport, Pay slice, Risk, Say on pay, Shearman & Sterling Editor’s Note: This post comes to us from John J. Cannon, a partner in the Executive Compensation and Employee Benefits Group at Shearman & Sterling LLP,

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      Mentions: Dodd-Frank
    7. 2011 Annual Corporate Governance Review — The Harvard Law School Forum on Corporate Governance and Financial Regulation

      2011 Annual Corporate Governance Review — The Harvard Law School Forum on Corporate Governance and Financial Regulation

      2011 Annual Corporate Governance Review Posted by Noam Noked, co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Thursday January 12, 2012 at 9:28 am * Print * email * Twitter Tags: Compensation, David Drake, General governance, Georgeson, Pay for performance, Say on pay Editor’s Note: The following comes to us from David Drake, President of Georgeson Inc, and is based on the executive summary of Georgeson’s 2011 Annual Corporate Governance Review by Mr. Drake, Rhonda L. B

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    1-7 of 7
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