Searching Content indexed under Directors and Officers by Hunton Andrews Kurth LLP ordered by Published Date Descending.
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Hunton Insurance Recovery Blog: Court Rejects Insurers' Argument That Insureds Breached D&O Insurance Policies By Failing To Cooperate And Settling Lawsuits For $222 Million Without Consent
The Delaware Superior Court ruled that insurers could not rely on Written Consent and Cooperation clauses in directors and officers liability insurance policies
United States
28 May 2019
Real Estate Investment Policyholders Prevail In Delaware And New York D&O Coverage Disputes
New York and Delaware courts resolved two coverage issues in favor of directors and officers of real estate investment trust advisory companies
United States
23 May 2019
The Nickel Report: Importance Of The Board In Vetting Shareholder Proposals
A recently successful effort by Wisconsin utility MGE Energy to exclude an environmental proposal from its proxy statement may signal a new approach for boards of directors to consider
United States
10 Apr 2019
Hunton Insurance Recovery Blog: Optimizing Antitrust Coverage In Private Company D&O Policies
Hunton Andrews Kurth LLP partner Lorie Masters, partnering with insurance broker Marsh and others, analyzed the often complex issues raised by the insurance coverage actions posed by actions
United States
8 Apr 2019
Patriarch Partners Decision Confirms Government Subpoenas May Constitute A "Claim" Under D&O Policy; Warns Policyholders To Think Broadly When Representing Facts And Circumstances To Insurers
The Second Circuit recently confirmed in Patriarch Partners, LLC v. Axis Insurance Co. that a warranty letter accompanying the policyholder's insurance application barred coverage for a lengthy SEC investigation, which ripened into a "Claim" prior to the policy's inception date.
United States
21 Dec 2018
C-Suite Compensation Center Blog: Compensation Governance: Is Ghost Revenue Real?
Keeping with this evening's Halloween spirit, members of Board of Directors and Compensation Committees should be aware of an allegation that is currently floating within the ominous fog.
United States
6 Nov 2018
Advance Notice Bylaws: A Key Defense Against Shareholder Activists
A highlight from the 2018 proxy season was a Washington state court's enforcement of an advance notice bylaw against an activist hedge fund.
United States
10 Sep 2018
C-Suite Compensation Center: Tip Of The Week: Determining The Grant Date Of Equity Awards
Determining the "date of grant" of an equity award is important if the issuer desires accurate accounting charges and compliance with applicable tax laws.
United States
7 Sep 2018
C-Suite Compensation Center: Tally Sheets: A Reminder To Compensation Committees
To help preserve the business judgment rule defense and make it more difficult for a plaintiff to prove that a director breached his or her fiduciary duties, Compensation Committee members should use tally sheets ...
United States
4 Sep 2018
C-Suite Compensation Center: Discuss Director Compensation During The Fall 2018 Board Meetings
The business judgement rule is favorable to directors because the defense makes it more likely that the issuer will prevail against a plaintiff on a summary judgement motion.
United States
3 Sep 2018
Director Equity Award Limit In LTIPs: How Companies Are Addressing It This Proxy Season In Light Of Recent Delaware Case Law
This proxy season has revealed an intensifying trend to address limitations on grants to non-employee directors in many long-term incentive plans ("LTIPs").
United States
22 Mar 2018
Nasdaq Requires Disclosure Of Third-Party Payments To Directors
Issuers listed on Nasdaq on or after August 1, 2016 must publicly disclose the material terms of all agreements and arrangements involving third-party compensation or other payments...
United States
11 Aug 2016
Public Company Directors – Managing Reputational Risks
Prolonged investigations and media coverage can cause lasting reputational harm to the director and their family, friends and associates even if no charges are brought.
United States
13 Oct 2015
SEC Considering Possible Revisions To Audit Committee Disclosure Requirements
For years, members of the investment community have been calling for enhanced audit committee disclosures.
United States
30 Jul 2015
Delaware Chancery Court Holds Director Equity Awards Issued Under A Stockholder-Approved Plan Subject To Review Under The Entire Fairness Standard
The challenged awards, which were granted in 2011, 2012 and 2013, ranged in annual value from $253,360 to $339,320 per director.
United States
15 May 2015
Risks And Rewards Of Serving On A Nonprofit Board: Things To Think About Before You Say "Yes"
Studies have found adding women to corporate Boards of Directors improves corporate governance. Although still a minority on public company Boards, women are well represented on nonprofit Boards.
United States
21 Apr 2015
Board-Adopted Forum Selection Bylaws Upheld By Delaware Court Of Chancery
In an important opinion issued on June 25, 2013, the Delaware Court of Chancery rejected plaintiffs' claims that forum selection bylaws which were unilaterally adopted without stockholder approval by the boards of directors of two Delaware corporations were statutorily and contractually invalid.
United States
15 Jul 2013
Warning To Executives: Reinvestment Of Dividends In Your 401(k) And Vesting Of Stock Awards May Trigger HSR Filing Requirements
As the result of the automatic investment of dividends and short-term interest earned in his 401(k) account and through vesting of restricted stock units awarded as part of his compensation, Comcast CEO Brian Roberts was charged with and recently settled claims with the DOJ Antitrust Division for violations of the notification requirements in the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act").
United States
26 Jan 2012
ISS Publishes Guidance On New Methodology For Evaluating Pay-For-Performance Alignment And Updates To Its Governance Risk Indicators
As discussed in our previous client alert, Institutional Shareholder Services (ISS), the leading proxy advisory firm, will employ a new methodology for determining pay-for-performance alignment when making voting recommendations at public company shareholder meetings held on or after February 1, 2012.
United States
13 Jan 2012
Bet-The-Company Regulation
Like bet-the-company litigation, bet-the-company regulation can have wide-ranging financial and operational consequences for a company.
United States
5 Jan 2012
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