Corporate Counseling

Since the U.S. Supreme Court’s 2010 decision in Citizens United, which effectively invalidated restrictions on certain corporate political contributions, various shareholder activists and corporate governance advocates have increasingly sought corporate disclosure of such contributions.

Since the U.S. Supreme Court’s 2010 decision in Citizens United, which effectively invalidated restrictions on certain corporate political contributions, various shareholder activists and corporate governance advocates have increasingly sought corporate disclosure of such contributions.

“Board refreshment” is currently a hot corporate governance topic. A board of directors’ ability to “refresh” itself on a regular basis can help ensure that the board is comprised of the proper mix of directors to meet both current and long‑term needs of the board, the company and shareholders, and provide the necessary oversight of the company’s evolving corporate strategy and risks.

This update provides general information regarding say-on-pay frequency, summarizes the current say-on-pay frequency policies and positions of several large asset managers and pension funds, leading proxy advisory firms and certain corporate governance advocates, and presents practical considerations for boards to help facilitate discussion.

On November 22, Judge Mazzant III issued a preliminary injunction halting the Department of Labor's impending overtime rule from going into effect nationwide. The rule would raise the salary basis threshold for “white collar” overtime exemptions from $455 per week ($23,660 annually) to $921 per week ($47,892 annually).

Corporate boards increasingly are considering whether it is in the best interests of the board, the company and its shareholders to establish a separate risk committee. Investors, proxy advisory firms and other corporate governance advocates also have developed expectations with respect to board risk oversight responsibilities.

Today, many shareholders may feel that the traditional investor communication and relations model is not adequate. Often, written communications are viewed as impersonal and outdated and shareholder meetings typically occur only annually and are rarely seen as leading to meaningful dialogue.  

On September 20, 2016, 21 states filed a suit to block the Department of Labor’s rule for “white collar” overtime exemptions from going into effect. The four‑count complaint pending in the Eastern District of Texas seeks a declaratory judgment that would prohibit the rule from going into effect, or at least prohibit the rule from applying to the states.

In merger and acquisition and other commercial agreements, the parties often agree to undertake “commercially reasonable efforts” in support of the transaction. In a recent case, the Delaware Chancery Court analyzed whether a prospective acquirer violated its agreement to use “commercially reasonable efforts.”    

“Board refreshment” is currently a hot corporate governance topic. This corporate governance update focuses on director succession planning and the critical role it plays in board refreshment.  

On May 18, 2016, the Department of Labor issued the final version of the its overtime rule, which officially raises the salary basis threshold for “white collar” overtime exemptions to $47,476 per year, or $913 per week, increasing the applicability of the Fair Labor Standards Act to an additional 4.2 million employees. 

Law360 republished a Chapman Corporate Governance Quarterly Update.

In a move that has been anticipated for months, on March 15, 2016, the Department of Labor took one of the final steps toward making its new overtime rules a reality. 

Oversight of a company’s enterprise risks has recently evolved into one of the board’s most critical fiduciary duties and responsibilities. Since enterprise risks do not remain static and are often interrelated and complex, it is imperative that boards maintain continuous risk oversight.

Law360 republished a Chapman Corporate Governance Quarterly Update.

With the 2016 proxy season quickly approaching, reporting companies will begin contemplating the various disclosures they will make. Increasingly, audit committees in particular are being asked to voluntarily provide enhanced disclosure relating to how they perform their oversight duties and responsibilities.

Insights: The Corporate & Securities Law Advisor republished an issue of Chapman's Corporate Governance Quarterly Update.

The Columbia Law School Blue Sky Blog republished a Chapman Insights article. 

On June 30, 2015, the Wage and Hour Division of the Department of Labor released a Notice of Proposed Rulemaking that overhauls the Fair Labor Standards Act’s overtime regulations. 

The Corporate Board published an article written by Chapman attorneys.

Insights: The Corporate & Securities Law Advisor published an article based off a Chapman Insights article.

The Harvard Law School Forum on Corporate Governance and Financial Regulation posted an article based on a recent Chapman Insights. 

While proxy access did not garner significant attention over the past two proxy seasons, it has struck 2015 with a vengeance and is one of the most notable early developments of this proxy season.

Director tenure, board entrenchment, and board refreshment are corporate governance buzzwords that increasingly are becoming hot-button issues for institutional investors, proxy advisory firms, shareholder activists, and other governance advocates.

A Chapman article was published in the October 2014 issue of Insights: The Corporate & Securities Law Advisor.

It has been reported that approximately two-thirds of companies in the U.S. are affected by fraud, losing an estimated 1.2% of revenue each year to such activity.

A recent Chapman Insight on proxy advisory firms was posted by the Harvard Law School Forum on Corporate Governance and Financial Regulation.

The 2014 proxy season, like previous seasons, has provided shareholders of public US companies with an opportunity to vote on a number of corporate governance proposals and director elections.

A Chapman Insights article was posted by the Harvard Law School Forum on Corporate Governance and Financial Regulation. 

Companies today are being called upon by their shareholders and other stakeholders to not only boost the bottom line, but also to help address some of the country’s most challenging problems, including those concerning economic development and the environment.