Of Interest

Silicon Valley Directors’ Exchange™

M&A Watch: Court Questions Accelerated Vesting of Equity Compensation
from Shearman & Sterling (April 17, 2017)

Wells Fargo Board Faces High-Stakes Vote
from WSJ (April 16, 2017)

Calpers Is Sick of Paying Too Much for Private Equity
from WSJ (April 15, 2017)

Auditing the Auditors?
from NYTimes (April 14, 2017)

What makes a CEO ‘exceptional’?
from McKinsey & Company (April 2017)

Wells Fargo claws back $75 million from former CEO and top exec
from CNN Money (April 10, 2017)

Index Firms Take Issue With Nonvoting Rights
from WSJ (April 9, 2017)

Tech Founders Want IPO Riches Without Those Pesky Shareholders
from WSJ (April 3, 2017)

The quarter close: A look at this quarter’s financial reporting issues – Directors edition
from PcW (March 27, 2017)

High-Court Case to Challenge Jurisdiction ‘Shopping’ in Patent Suits
from WSJ (March 23, 2017)

A look inside nominating and governance committees
from EY (March 21, 2017)

Inside New York’s Pension-Fund Scandal: What Went Unchecked
from NYTimes (March 11, 2017)

Corporate Insiders Haven’t Been This Uninterested in Buying Stocks Since Ronald Reagan Was President
from WSJ (March 9, 2017)

Why Reaping IPO Riches Isn’t a Snap
from WSJ (March 8, 2017)

Charity Officials Are Increasingly Receiving Million-Dollar Paydays
from WSJ (March 6, 2017)

Yahoo CEO Marissa Mayer stripped of bonus after probe reveals high-level knowledge of huge hack
from The Mercury News (March 2, 2017)

Snapchat Founders’ Grip Tightened After a Spat With an Early Investor
from NYTimes (February 23, 2017)

Missing Pieces Report: The 2016 Board Diversity Census of Women and Minorities on Fortune 500 Boards
from Deloitte (February 23, 2017)

‘Tailored’ Accounting Takes Companies Into Alternate Reality
from WSJ (February 23, 2017)

U.S. Supreme Court Limits Patent Law’s Reach over Extraterritorial Infringement Liability
from WSGR (February 22, 2017)

The Entrepreneurs Report: Private Company Financing Trends
from WSGR (February 2017)

Courage under fire: Embracing disruption
from Deloitte (February 17, 2017)

This Is Uber’s Strategy For Appeasing Employees Who Want an IPO
from Fortune (February 16, 2017)

Important Reminders for the 2017 Proxy Season
from WSGR (February 16, 2017)

VIDEO: Jacobs and Lilienfeld on Director Compensation and Clawbacks at Top US Companies
from Shearman & Sterling LLP (February 14, 2017)

5 Things to Think About: The CRO’s Perspective on Cybersecurity
from WSJ (October 11, 2016)

Southern District Of New York Rejects Plaintiffs’ Reliance On “Buzz Words” In Lieu Of Financial Metrics In Dismissing Securities Class Action
from Shearman & Sterling LLP (February 7, 2017)

Assessing risk in incentive compensation plans
from Deloitte (February 2017)

2017 proxy season preview
from EY (February 2017)

When Snap Goes Public, Some Shareholders’ Voting Rights May Disappear
from NY Times (February 1, 2017)

W-2 Phishing Scammers Are Targeting Tech Companies
from JD Supra (January 30, 2017)

Ninth Circuit Dismisses Securities Class Action Because CEO’s Statements Touting Ethical Standards Were “Transparently Aspirational”
from Shearman & Sterling (January 30, 2017)

FTC Increases HSR Thresholds for 2017
from Shearman & Sterling (January 26, 2017)

Cyber$ecurity: Recent Developments in the Protection of Financial Data
from Shearman & Sterling (January 26, 2017)

At Wells Fargo, Bank Branches Were Tipped Off to Inspections
from WSJ (January 24, 2017)

When Is a Judge Not Really a Judge?
from WSJ (January 24, 2017)

Federal Trade Commission Revises Hart-Scott-Rodino Thresholds
from WSGR (January 21, 2017)

Need-to-Know Litigation Weekly
from Shearman & Sterling (January 17, 2017)

Dodd-Frank in Crosshairs as Law’s Opponents Take Power
from WSJ (January 18, 2017)

The Wells Fargo Cross-Selling Scandal
from Stanford (December 2016)

For Young Entrepreneurs, College Debts Can Snuff Out Start-Up Hopes
from NYTimes (January 11, 2017)

The Morning Risk Report: Proxy Access Campaign Yet to Target Entrenched Boards
from WSJ (January 6, 2017)

America’s Roster of Public Companies Is Shrinking Before Our Eyes
from WSJ (January 4, 2017)

Board committees evolve to address new challenges
from EY (January 4, 2017)

The Ugly Unethical Underside of Silicon Valley
from Fortune (December 28, 2016)

Old-Line Companies Like Wal-Mart and GM Acquire Taste for Tech Startups
from WSJ (December 30, 2016)

S.E.C.’s In-House Judges Face Supreme Court Scrutiny
from NYTimes (January 3, 2017)

Join our board: Companies hotly pursue new wave of women in tech
from NYTimes (December 30, 2016)

U.S. Charges Three Chinese Traders With Hacking Law Firms
from WSJ (December 27, 2016)

Top priorities for US boards in 2017
from EY (December 21, 2016)

Practical Steps to Address Recent SEC Enforcement Activity Regarding Impediments to Whistleblowing
from WSGR

Government Prevails in Significant Insider Trading Case
from WSGR

To some, Theranos lawsuit shows scary side of buying stock in private companies
from Mercury News

Supreme Court Affirms That Pecuniary Benefit Not Required For Family Member Tips, But Declines to Address What Constitutes a Benefit in Other Contexts
from Shearman

Government Prevails in Significant Insider Trading Case
from WSGR

Hsu Interviews Stanford Law Professor and Director of the Rock Center for Corporate Governance
from Shearman

The Venture Capital Board Member’s Survival Guide
from WSJ

How Well Do You Know the Language of Startups?
from WSJ

pwc-2016-annual-corporate-directors-survey
from pwc

pwc-election-may-provide-opportunities-for-major-tax-law-changes”>Election results may provide opportunities for major tax law changes in 2017
from pwc

IPO corporate governance: Then and now
from EY

White House Issues Call to Action Urging States to Curb Employers’ Use of Non-Compete Agreements
from WSGR

SEC Updates Guidance
on Rule 701 Disclosure Requirements for RSUs

from WSGR

SEC Proposes Universal Proxies in Proxy Contests
from WSGR

Key Metrics: Thoughts for Directors
from Latham & Watkins

Board of Directors Weigh In: Overboarding, State of Cybersecurity, and Reporting and Compensation Disclosures
from BDO

DOJ and FTC Put HR Executives on Notice That Anticompetitive Hiring and Compensation Practices May Be Subject to Criminal Prosecution
from WSGR

CEO-Succession-Study-David-Larcker
from Stanford

Governance trends at Russell 2000 companies
from EY

2016 Corporate Governance & Executive Compensation Survey
from Sherman

Who Runs Silicon Valley Fall 2016 – CEO Power Edition
from Lonergan Partners

2016 Annual Corporate Directors Survey highlights
from pwc

2016-2017-iss-policy-survey-results-report
from ISS

2016 Global Board of Directors Survey
from Harvard

Second Circuit Accepts Controversial “Inflation-Maintenance” Theory of Securities Fraud Liability
from Shearman

A Voter Revolt Against ‘Shareholder Value’
from WSJ

Lobbyists as Directors Test Rules for Corporate Boards
from WSJ

The Culture Ate Our Corporate Reputation
from WSJ

Ruth Bader Ginsburg’s Advice for Living
from NYTimes

When startups fail: what happens when the cash runs out
from Mercury News

Adapting-your-board-to-the-digital-age
from McKinsey

Audit committee reporting to shareholders in 2016
from EY

In Wells Fargo’s Bogus Accounts, Echoes of Foreclosure Abuses
from NYTimes

Public Companies See Gold in California
from NYTimes

EpiPen Maker Dispenses Outsize Pay
from WSJ

Corporate Ethics In The Era Of Millennials
from NPR

Skully: How hot start-up became latest Silicon Valley darling to flame out
from Mercury News (August 24, 2016)

THE ENTREPRENEURS REPORT
Private Company Financing Trends

from WSGR

D.C. Circuit Upholds Constitutionality of SEC Administrative Proceedings
from Shearman

Gender diversity on US boards: four observations
from EY

“Veep”: The Evolving Law of Advancement and Indemnification
from Shearman

Brexit: What It Means for Business
from Shearman

In the Matter of Microsoft: Why It Matters
from Shearman

SEC Proposes Streamlining Disclosure Requirements
from Shearman

Nasdaq Golden Leash Disclosure Rule Approved by SEC
from Shearman

Silicon Valley Looks for Lessons in Theranos
from WSJ

Lawsuit Aims at Jeffrey Katzenberg and His Dual-Class Shares
from NYT

Don’t Blame Silicon Valley for Theranos
from NYT

The Effects of Brexit on the Unitary Patent and the Unified Patent Court
from WSGR

EU Cyber Security and Incident Notification Rules Enacted
from WSGR

Yet Another Congressional Proposed Corporate Reform: Proxy Advisory Firms in the Crosshairs.
from Orrick

Four takeaways from proxy season 2016
from EY

FTC Brings First Privacy Enforcement Action Against a Mobile Ad Network
from WSGR

Brexit – What does this mean for business?
from Shearman

Buybacks vs. backlash
from EY

By the Numbers:
Venture-backed IPOs in 2015

from Gunderson

Beneath the surface of a cyberattack
from Deloitte

U.S. Supreme Court Eases Standard for Enhanced Damages in Patent Cases
from WSGR

Hostile Takeovers Abound, but Success Is No Guarantee
from NY Times

On the board’s agenda | Global
from Deloitte

Delaware Chancery Court Grants Appraisal Petition After Finding Dell MBO Transaction Provided Stockholders Less Than Fair Value
from Shearman & Sterling

Mutual-Fund Directors Are Staying On Boards for Decades. Is That a Bad Thing?
from NY Times

Scoundrels in the C-suite
from Stanford University

Where More Women Are on Boards, Executive Pay Is Higher
from NY Times

SEC Updates Guidance on the Use of Non-GAAP Financial Measures
from WSGR

How can data lead to better corporate governance?
from EY

Start-Ups Once Showered With Cash Now Have to Work for It
from NYTimes

SEC NON GAAP Guidance May 2016
from pwc

IPOs are losing their luster for some Silicon Valley companies
from Mercury News

How boards can help crack the cyber economics equation
from EY

FCA Obtains Two Criminal Convictions in High-Profile Insider Dealing Trial
from Shearman & Sterling

As M&A grows, so does the board’s role
from EY

Cyber preparedness: the next step for boards
from EY

Financing Trends for Q1 2016
from WSGR

HSR Suit Between DOJ and ValueAct Offers Potential To Clarify “Investment-Only” Exemption
from WSGR

DOJ Announces FCPA Enforcement Pilot Program
from WSGR

Starboard Value’s Yahoo Fight Shows Growing Power of Activist Investors
from The San Jose Mercury News

Treasury and IRS Issue Regulations on Inversions and Earnings Stripping
from Shearman & Sterling

Activism (Re)Defined: DOJ Files Complaint Against ValueAct for Alleged HSR Act Violation
from Shearman & Sterling

Compensation Committee Guide
from Harvard Law School

Easy Consumption Is Goal of GE’s First Integrated Summary
from CorporateSecretary.com

Succeeding in the New Paradigm for Corporate Governance
from Harvard Law School

Special Report on Business Ethics: Enhancing Corporate Governance
from The Wharton School

Americans and CEO Pay: 2016 Public Perception Survey on CEO Compensation
from Stanford Graduate School of Business

Toward a Value-Creating Board
from McKinsey&Company

Three Areas Where Boards Can Improve Performance
from Boardroom Resources

Are Today’s Corporate Directors More Personally Liable?
from Boardroom Resources

Creating Value from Long-term Bets
from McKinsey&Company

CFTC’s Publication of Largest Whistleblower Award Follows Increased Focus on Whistleblowing Initiatives
from Shearman & Sterling

Sun Capital: District Court Relies on Constructive Partnership Theory To Find Separate PE Funds Liable for a Portfolio Company’s Pension Obligations
from Shearman & Sterling

SEC’s White Warns Silicon Valley on Valuations
The Wall Street Journal

Entire Yahoo Board Would Be Ousted If Starboard Value Gets Its Way
from The New York Times

Big Investors Question Corporate Board Tenures
The Wall Street Journal

Big Risks, Big Data – and Big Decisions for the Board
from EY

M&A and Corporate Governance Newsletter, Spring 2016
from Kaye Scholer

Some Observations on the Impact of Justice Scalia’s Death on Pending Business Cases
from Shearman & Sterling

WSGR and Berkeley Law Release White Paper on Tenure Voting
from WSGR

SEC Speaks Conference 2016: Key Takeaways for Public Companies
from Latham & Watkins

Boardroom Brawlers
from The Wall Street Journal

Board Effectiveness: A Focus on Behavior
from Deloitte

Corporate Directors’ Pay Ratchets Higher as Risks Grow
from The Wall Street Journal

Three Things Nominating Committees Need To Know
from EY

The Entrepreneurs Report: Private Company Financing Trends
from WSGR

WSGR Obtains First-of-Its-Kind Precedent on California’s Automatic Renewal Law
from WSGR

Securities Enforcement 2015 Year-End Review
from Shearman & Sterling

It’s Annual Report Time — Helpful Tips for the Preparation of 2015 Form 20-F
from Shearman & Sterling

FTC Increases HSR Notification Thresholds for 2016
from Shearman & Sterling

Board Composition: Greater than the Sum of Its Parts
from Deloitte

A Financial Statement Guide Through the Seasons
from Shearman & Sterling

Federal Trade Commission Revises Hart-Scott-Rodino Thresholds
from WSGR

Financial Statement Triggers
from Shearman & Sterling

Iran Not Open for US Business: US Trade Embargo Remains in Place; Nuclear Sanctions Lifted
from WSGR

Accelerating Board Performance Through Assessments
from EY

Shearman & Sterling’s Recent Trends and Patterns in the Enforcement of the Foreign Corrupt Practices Act
from Shearman & Sterling

Activism’s Long Road from Corporate Raiding to Banner Year
from The Wall Street Journal

When a Unicorn Start-Up Stumbles, Its Employees Get Hurt
from The New York Times

Accelerating Board Performance Through Assessments
from EY

Corporate Climate Change Reporting: Recent Developments
from Shearman & Sterling

Shining a Light on Payments to Governments: SEC Proposes New “Publish What You Pay” Rule
from Shearman & Sterling

Financial Regulatory Developments Focus
from Shearman & Sterling

The Morning Ledger: How To Staff the Over-Burdened Audit Committee
from The Wall Street Journal

Cybersecurity and the Role of Internal Audit: An Urgent Call to Action
from Deloitte


SEC Staff Issues Guidance on the Recent Changes to the JOBS Act

from Shearman & Sterling

Achieving Excellence: The Audit Committee’s Role in Deterring Fraud
from PwC

As M&A Grows, So Does the Board’s Role
from EY

Tech Startup Crowdfunding Isn’t All It’s Cracked Up To Be
from The Wall Street Journal

M&A and Corporate Governance Newsletter, Fall 2015
from Kaye Scholer

Proxy Voting Policies Focus on Overboarding
from BDO

Leadership in Crises: Lessons Learned from the Front Lines and the Importance of War Gaming
from Deloitte

Seven Myths of Boards of Directors by David F. Larcker and  Brian Tayan
from Stanford University

Who Runs Silicon Valley?
from Lonergan Partners

The WSGR Data Advisor
from WSGR

The Entrepreneurs’ Report: Private Company Financing Trends
from WSGR

Who Runs Silicon Valley? (2014 version)
from Lonergan Partners

Secretive, Sprawling Network of “Scouts” Spreads Money Through Silicon Valley
from The Wall Street Journal

Dizzying Ride May Be Ending for Tech Start-Ups
from The New York Times

ISS Data Verification Deadline and QuickScore Proxy Access Methodology Update
from WSGR

India 2015: Ready, Set, Grow
from EY

Activists Hit Block on German Boards
from The Wall Street Journal

The Myth of Basic Science
from The Wall Street Journal

US Summary Proxy Voting Guidelines
from Lonergan Partners

Shearman & Sterling Releases 13th Annual Corporate Governance and Executive Compensation Survey
from Shearman & Sterling

EU’s Highest Court Declares Safe Harbor Invalid
from WSGR

A Lack of Consensus on Corporate Governance
from The New York Times

Total Shareholder Return: It’s Not the Magic Metric
from Pearl Meyer

Replacing Board Members: The Elephant in the Room
from CorpGov.net

New Department of Justice Enforcement Policy Focuses on Corporations Providing Evidence Against Individuals
from WSGR

Board Oversight of Tax Risk
from EY

BofA Pushes To Keep Moynihan’s Dual Role
from The Wall Street Journal

Third Point Settles with the FTC over Improper Reliance upon the “Investment-Only” Exemption
from Kaye Scholer

Scrutiny of Security Start-Ups May Signal Shift in Venture Funding
from The New York Times

Fraud Renders Dole Special Committee Work Useless; Subjects Controller and Officer to Damages
from Kaye Scholer

The Upside of a Downturn in Silicon Valley
from The New York Times

Five-Year Outlook: Nearly 20 Percent of Directors Poised for Board Exit
from EY

Hot Tech Start-Ups May Face a Long and Bumpy Fall
from The New York Times

M&A and Corporate Governance Newsletter, Summer 2015
from Kaye Scholer

The “Unicorn” Club, Now Admitting New Members
from The New York Times

The One Place It’s OK To Be Old Is in the Boardroom
from Bloomberg Business

SEC Adopts Pay Ratio Disclosure Rules
from WSGR

Conflict Minerals Reporting, Year Two
from EY

Delaware Passes Law Change To Reform Unclaimed Property Program
from BDO

Bank of America Stiffs Shareholders
from The New York Times

CFO Pay Increases: Falling Behind the CEO?
from Equilar

Strategy, Not Technology, Drives Digital Transformation
from Deloitte

Discretion: How Should Boards Approach Its Application Within Incentive Plans?
from Equilar

Financing Trends for Q2 2015
from WSGR

Ninth Circuit Affirms District Court Decision Regarding Reasonable and Non-Discriminatory (RAND) Obligations in Patent Licensing Dispute
from WSGR

Future Boardroom Issues That Will Challenge Directors
from Equilar

BoardroomDirect July 2015
from PwC

2015 Top 200 Highest Paid CEOs by State
from Equilar

C-Suite Issue on Performance
from Equilar

SEC Issues Proposed Clawback Rules
from WSGR

Whisle Blower Hotlines and the Role of the Audit Committee
from EY

SEC Proposes Rules on Clawback Policies
from Pearl Meyer & Partners

Confidential IPOs Still a Blind Spot for Bankers
from The Wall Street Journal

For Start-Ups, How Many Angels Is Too Many?
from The New York Times

Four Takeaways from Proxy Season 2015
from EY

Pay Versus Performance Rule Faces Potential Issues
from Equilar

Women in the Boardroom: A Global Perspective
from Deloitte

As More Tech Start-Ups Stay Private, So Does the Money
from The New York Times

Age and Tenure in the Boardroom
from Equilar

Prevalence of Board Skills Matrices
from Equilar

Supreme Court Upholds Precedent Prohibiting Post-Expiration Patent Royalties, but Leaves Open Parties’ Options for Creative Licensing
from WSGR

Equilar/Associated Press Pay Study
from Equilar

Delaware Legislature Approves DGCL Amendments Endorsing Delaware Forum Selection Clauses and Prohibiting Fee-Shifting Provisions
from Sidley Austin

California Court Rejects Alleged Joint Employers’ “It Wasn’t Me” Defense to Worker Misclassification Claims
from WSGR

Plaintiffs’ Firms Seek Quick Money by Challenging “Dead Hand Proxy Puts” in Debt Agreements
from WSGR

Why Do Some Companies Defend a Failed Say on Pay Vote?
from Equilar

Crisis Management in the Boardroom
from Deloitte

The Cadillac Tax Is Coming
from EY

Equilar 200 Highest-Paid CEO Rankings
from Equilar

M&A and Corporate Governance Newsletter, Spring 2015
from Kaye Scholer

The Legal Impact of Technology on M&A Transactions
from Kaye Scholer

Dodd-Frank Resource Center: Latest on Compensation and Governance Matters
from Equilar

Largest US Pensions Divided on Activism
from The Wall Street Journal

Bernie Madoff’s Essential Man
from The New York Times

The Impact of Say on Pay: Analyzing Changes Following a Failed 2013 Vote
from Equilar

Shareholders’ Votes Have Done Little To Curb Lavish Executive Pay
from The New York Times

Delaware Supreme Court Clarifies Application of Exculpatory Charter Provisions to Motions To Dismiss Independent Directors
from WSGR

European Commission Antitrust Inquiry Set To Create Level Playing Field in E-Commerce
from WSGR

Unleashing Valuable New Perspectives in the Boardroom
from Deloitte

American Airlines CEO Earns a Zero Base Salary
from Equilar

Subsidiary Boards Beware: Del. Chancery Court Finds an MLP General Partner Guilty of Breach of Partnership Agreement in Dropdown Transaction
from Kaye Scholer

SEC Joins Agency Attack on Confidentiality Clauses in Employee-Related Agreements and Policies
from WSGR

Gender Diversity in the Boardroom
from Equilar

Implications of the US Supreme Court Omnicare Decision
from WSGR

How Boards Can Get Ahead of Cybersecurity Risk
from Ernst & Young

What Topics Should Management and Corporate Boards Be Prepared To Address with Shareholders in 2015?
from BDO

SV150: Silicon Valley, Led by Apple, Becomes Wall Street’s Backbone and ATM
from San Jose Mercury News

Cooper Union Inquiry Puts Nonprofits on Notice
from The New York Times

What Are Compensation Implications When Transitioning from CEO to Executive Chair?
from Equilar

2015 Proxy Season Insights: Shareholder Proposal Landscape
from Ernst & Young

Delaware Enacts New Rapid Arbitration Act
from WSGR

The Missing Perspective in the Boardroom: Millennials
from Deloitte

Activist Shareholders, Sluggish Performance
from The Wall Street Journal

The Critical Role of the Board in Overseeing Risk
from Equilar

IRS Releases Amended Section 162(m) Regulations Clarifying How To Preserve the Deductibility of Certain Compensation for Public Companies
from WSGR

a16z Podcast: How to Lead, Not Manage Your Board
from FLG Partners

In Silicon Valley Frenzy, VCs Create New Inside Track
from The Wall Street Journal

2015 Compensation & Governance Outlook Report
from Equilar

Women on US Boards: What Are We Seeing?
from Ernst & Young

Key Compensation Trends for CEO to Executive Chairman Transitions
from Equilar

2015 Proxy Season Insights: Board Composition
from Ernst & Young

Proposed 2015 Amendments to the Delaware General Corporation Law
from WSGR

2015 Investor Survey: Deconstructing Proxy Statements — What Matters to Investors
from Stanford Business School

Achieving Excellence: Overseeing Accounting Changes—Including the New Revenue Recognition Standard
from PwC

Weathering the Storm: Boards Need a Strong Plan if They Want to Stay Out of the Rain in 2015
from Equilar

Women on US Boards: What Are We Seeing?
from Ernst & Young

Executive Compensation: Clawbacks
from PwC

A New Focus on the Governance Committee
from Equilar

Ellen Pao Suit Against Kleiner Perkins Heads to Trial, with Big Potential Implications
from The New York Times

Juggling Act: Managing Relationships with the Three Key Stakeholders CEOs Should Pay Attention to in 2015
from Equilar

Securities Alert: SEC Issues Proposal Regarding Disclosure of Hedging Policies for Employees, Officers and Directors
from Kaye Scholer

Do Activist Investors Target Women CEOs?
from The New York Times

Federal Circuit Decides Appeal from First Final PTAB Decision in Inter Partes Review
from WSGR

Directors’ Alert: Through the Eyes of the Board – Key Governance Issues for 2015
from Deloitte

Chancery Court Refuses to Enforce Non-Competition Agreement Against a California-Based Employee Despite Delaware Choice-of-Law Provision
from WSGR

Key Considerations for Board and Audit Committee Members
from PwC

China Proposes Legislative Overhaul of Foreign Investment Regime
from WSGR

New California Sick Leave Law Requires Employers’ Immediate Attention
from WSGR

SEC Staff Suspends Interpretations Related to Counter-proposal Exclusion of Shareholder Proposals
from WSGR

Federal Trade Commission Announces Revisions to Hart-Scott-Rodino Thresholds
from WSGR

Kicking Dodd-Frank in the Teeth
from The New York Times

An Unusual Boardroom Battle, in Academia
from The New York Times

2014 Board Practices Report: Perspectives from the Boardroom
from Deloitte

The Audit Committee and Disclosure Effectiveness
from Ernst & Young

BoardroomDirect December 2014 Newsletter
from PwC

For Older Board Members, the Pressure To Move On
from The Wall Street Journal

Delaware Supreme Court Reaffirmed Deference to the Board in Crafting a Change-of-Control Process and Addressed Limitations in Modifying Third-Party Contract Rights
from Kaye Scholer

New Delaware Decisions Provide Strong Support for Independent Board Decisions in the Sale of a Company
from WSGR

2015 Proxy Season: Should Companies Propose Exclusive Forum and Fee-Shifting Charter Amendments at Their 2015 Annual Shareholder Meetings?
from Kaye Scholer

The Most Loathsome Business Words of 2014: “Sharing Economy” … Hah!
from Silicon Valley Business Journal

USPTO Issues New Guidance with Fewer Limitations on the Subject Matter Eligibility of Patent Claims
from WSGR

Trinity Wall Street v. Wal-Mart Stores, Inc. Provides New (but Limited) Guidance on the Ordinary Business Exception to Rule 14a-8
from WSGR

Appeals Court Deals Setback to Crackdown on Insider Trading
from The New York Times

Should Crowdfunding Sites Do More To Vet Projects?
from The Wall Street Journal

The New European Antitrust Damages Directive: Opening the Floodgates for Civil Litigation?
from WSGR

M&A and Corporate Governance Newsletter
from Kaye Scholer

DOJ Fines Parties to Abandoned Purchase Agreement for “Gun Jumping”
from Kaye Scholer

The Next Wave of Proxy Access Proposals: What Issuers Should Know and How They Can Prepare
from WSGR

SEC Sanctions 10 Companies for Failures To Disclose Unregistered Stock Issuances
from Kaye Scholer

Delaware Court of Chancery Provides Guidance on Controlling Stockholder Issues
from WSGR

Heads Up — SEC Staff Suggests Ingredients for Effective Disclosures
from Deloitte

ISS Launches QuickScore 3.0 and Announces Important Upcoming Data Verification Period for the 2015 Proxy Season
from WSGR

Who Runs Silicon Valley
from Lonergan Partners

Trends in Independent Board Leadership Structures
from Ernst & Young

Embracing Risk Oversight: The Board’s Role in Setting the Right Culture
from NYSE Governance Services

Director 360°: Growth from All Directions
from Deloitte

An Open Window for Insider Sales
from The New York Times

Taking on Taxes: The Board’s Role in Tax Oversight
from Ernst & Young

In Defense of Older Directors
from Women in the Boardroom

National Security Implications of Corporate Inversion: FOCI, CFIUS and Export Controls
from Kaye Scholer

Delaware Chancery: “Entire Fairness” in Recapitalization Is More Than Just a Fair Price
from Kaye Scholer

Delaware Court of Chancery Upholds Forum Selection Bylaw That Chose a Non-Delaware Forum Against Facial and As-Applied Challenges
from WSGR

The Delaware Court of Chancery Finds Two Transactions Were Not Entirely Fair, but Awards No Damages Where the Prices of the Transactions Were Fair
from WSGR

Court Limits the Enforceability of “Browsewrap” Terms of Use — Best Practices in Online Contracting
from WSGR

Why Aren’t More Women Landing Board Seats?
from Huffington Post

No “Loos” Causation from Mere Announcement of Internal Investigation
from Orrick

Replacing the Board
from The Economist

This Week in the Boardroom August 6, William Chandler
from NYSE Governance Services

Judge Rakoff’s “Sour Grapes”: SEC v. Citigroup Settlement Approved
from Orrick

Creating Engagement Through Executive Compensation Communication
from Pearl Meyer & Partners

New Developments Raise Bar for Effective Communication
from Ernst & Young

SEC Guidance on Use of Proxy Advisory Firms for Voting Proxies
from DavisPolk

On a Roll: The SEC Continues To Deliver on its Promise To Seek Admissions of Wrongdoing
from Orrick

Eye on Privacy
from WSGR

I-Bankers Forecast US IPOs Maintaining Torrid Pace During Remainder of 2014 with Alibaba Offering Boosting Proceeds
from BDO

Better Keep Your Opinions to Yourselves for Now: Second Circuit Doubles Down in Deutsche Bank Ruling in Advance of Supreme Court Review of Omnicare
from Orrick

Revenue Recognition from a New Lens
from PwC

US Supreme Court Changes Fiduciary Rules for Retirement Plans with Employer Stock
from WSGR

Ralls Litigation: DC Circuit Reverses District Court and Requires Due Process Procedures in Certain CFIUS Cases
from Kaye Scholer

Swimming in the Deep End: A Primer on Dark Pools
from Orrick

Motivating Corporations To Do Good
from The New York Times

Director Compensation Rises with Markets
from The Wall Street Journal

Creating Engagement Through Executive Compensation Communication
from Pearl Meyer & Partners

The Fate of Delaware “Fee-Shifting” Bylaws
from WSGR

Former CalPERS CEO Pleads Guilty to Bribery, Fraud
from San Jose Mercury News

High-Performing Boards: What’s on Their Agenda?
from McKinsey Quarterly

It’s Time for Boards To Cross the Digital Divide
from Harvard Business Review

Have Your Directors Met Their Revlon Duties? Delaware Court Dismisses Strike-Suite Allegations as Merely Cosmetic
from Orrick

SEC Division of Corporation Finance Issues Compliance and Disclosure Interpretations
from Kaye Scholer

There Are Risks in Having the CEO’s Pals on the Board
from Harvard Business Review

How I Learned To Build and Appreciate a Good Board
from The New York Times

How Is the 2014 Proxy Season Shaping Up Thus Far?
from PwC

SEC Provides Guidance on Proxy Advisory Firm Use and Conflict Disclosure Obligations
from Kaye Scholer

Insider Trading Gets Political: Trading on Political Intelligence
from Orrick

Corporate Boards Race To Shore Up Cybersecurity
from The Wall Street Journal

Internal Investigations Remain Internal – Attorney-Client Privilege
Protected by D.C. Circuit

from Orrick

Let’s Talk: Governance – First-year Conflict Mineral Reporting Reveals Insights and Surprises
from Ernst & Young

Doing Business in China
from Ernst & Young

New Hurdle in Investors’ Class Actions
from The New York times

Patience Is a Virtue: District Court Suggests That the SEC “Wait and See” Before Seeking Certain No-Admit, No-Deny Settlements
from Orrick

Supreme Court Rejects Calls To Overrule Fraud-on-the-Market Theory in Halliburton; Presumption of Reliance Still a Basic Part of Class Certification
from Orrick

US Supreme Court Affirms That Abstract Ideas Are Patent-Ineligible
from WSGR

Flash Rules: Is a Wall Street Reform on the Horizon or Is the SEC Merely Reacting to the Latest Media Headline?
from Orrick

Risk Intelligent Governance: Lessons from State-of-the-Art Board Practices
from Deloitte

SEC Bats 0-for-2 on Insider Trading
from Orrick

As Tech Migrates to San Francisco, Silicon Valley Finds Its Cool Edge
from San Jose Mercury News

M&A and Corporate Governance Newsletter
from Kaye Scholer

As Risks Rise, Boards Respond: A Global View of Risk Committees
from Deloitte

Ousted RadiumOne CEO: ‘What Did I Do To Deserve This?’
from CNNMoney

GM Made $22.6 Billion; We Lost $10.6 Billion
from CNNMoney

A Ruling’s Chilling Effect on Corporate Litigation
from The New York Times

Five Megatrends and Possible Implications
from PwC

If the SEC Misses the SOL, It’s SOL (Sorry, Out of Luck) – District Court Holds Statute of Limitations Is Jurisdictional and Applies to SEC Disgorgement and Injunctive Relief Requests
from Orrick

Median CEO Pay Breaks $10 Million Barrier
from San Jose Mercury News

Is the Free Lunch Ending for Stockholders Who Sue Corporations? Fee-Shifting Introduced in Intra-Corporate Litigation
from Orrick

2014 Compensation Committee Agenda: Raising the Bar
from Pearl Meyer & Partners

How Boards Can Innovate
from Harvard Business Review

Credit Suisse Pleads Guilty in Tax Evasion Case
from The New York Times

Business Succession Planning: Family Dynamics and Governance
from Deloitte

Sheer Yoga Pants and Over-Stretched Allegations: Court Refuses to Stretch Allegations of Corporate Mismanagement into Federal Securities Fraud
from Orrick

Delaware Supreme Court Endorses “Fee-Shifting” Bylaw in Certified Question of Law
from WSGR

Stanford To Purge $18 Billion Endowment of Coal Stock
from The New York Times

The Entrepreneurs Report: Venture Capital Financing Trends for Q1 2014
from WSGR

2014 Compensation Committee Agenda: Raising the Bar
from Pearl Meyer & Partners

Berkshire’s Radical Strategy: Trust
from The New York Times

In a Decision of First Impression, Delaware Court of Chancery Denies Third Point’s Motion To Enjoin Sotheby’s Novel Poison Pill
from WSGR

More Restrictions on Business with Russia
from WSGR

US Supreme Court Overturns Federal Circuit Standard for Attorneys’ Fees in Patent Cases
from WSGR

Despite Big Ambitions, New York’s Tech Scene Is Still Starting Up
from The New York Times

Proposed Amendment to DGCL Section 141(f) Would Permit Escrowed Board Consents and Simplify Acquisition Financings
from Kaye Scholer

Calibrate Risk & Reward to Your Business webcast May 8, 2014
from Pearl Meyer & Partners

Boss Make Too Much? CaliforUnia Bill Would Punish Firms That Shower CEOs with Money
from San Jose Mercury News

Beyond Key Committees: Boards Create Committees To Support Oversight Responsibilities
from Ernst & Young

DOJ Secures First-Ever Successful Extradition on Antitrust Charge
from WSGR

Proxy Season 2014 Preview: Boards Face Shifting Investor Priorities and Expectations
from Ernst & Young

How To Harm Investors
from The New York Times

A Lone Ranger of the 401(k)’s
from The New York Times

Slowing the Patent Trolls
from The New York Times

Judge Clears Way for Trial in Silicon Valley Wage Case
from The Wall Street Journal

US Expands Sanctions on Russia in Light of Crisis in Ukraine
from WSGR

Escaping the Conformity Trap: Aligning Executive Pay Programs With Business and Leadership Objectives
from Pearl Meyer & Partners

Delaware Chancery Court Holds Investment Bank Liable for Aiding and Abetting Exculpated Director Breach of Fiduciary Duties
from Kaye Scholer

Delaware Supreme Court Upholds Business Judgment for Freeze-out Mergers; New Standard Has Significant Limitations
from Kaye Scholer

Delaware Supreme Court Affirms Application of Business Judgment Review To Merger with Controlling Stockholder
from WSGR

Delaware Court of Chancery Finds Financial Advisor Liable for Aiding and Abetting Breaches of Fiduciary Duty
from WSGR

Risk Intelligent Governance: Lessons from State-of-the-Art Board Practices
from Deloitte

Why Silicon Valley Needs To Lift Its Bravado
from LinkedIn

Icahn Targets Silicon Valley Directors’ Club
from The Wall Street Journal

Ultramodern Golden Parachutes: Change-in-Control Pay in 2013/2014
from Pearl Meyer & Partners

Cybersecurity — A Board Primer
from BDO

A Bold Corporate Proposal: More Talk, Less Action
from The Wall Street Journal

“The New Normal” for Tech Companies and Others: The Stealth I.P.O.
from The New York Times

Federal Circuit Partially Confirms Longer Patent Terms Under Exelixis and Novartis
from WSGR

The Entrepreneurs Report: Private Company Financing Trends
from WSGR

Greater Oversight, Deeper Insight: Boardroom Strategies in an Era of Disruptive Change
from Deloitte

Tech Industry Flexes Muscle in California Race
from The New York Times

Eye on Privacy
from WSGR

Looking Ahead to Executive Pay Practices in 2014
from Pearl Meyer & Partners

As Overseas Costs Rise, More US Companies Are “Reshoring”
from NPR

Navigating a Path Forward: 2014 Tax Legislative Outlook
from PwC

Where Are All the Women M&A Dealmakers?
from Kaye Scholer

Federal Trade Commission Revises Hart-Scott-Rodino Thresholds
from WSGR

PM&P On Point: Looking Ahead to Executive Pay Practices in 2014
from Pearl Meyer & Partners

The SEC Issues New Guidance on Reporting of Group Members’ Beneficial Ownership of Other Group Members’ Securities
from Kaye Scholer

Recent Delaware Decision Highlights Importance of Formalities in Issuing Stock and Potential Utility of New Statutory Ratification Procedures
from WSGR

Civil and Honest Discourse Needed for Nonprofit Boards
from The Huffington Post

BoardroomDirect
from PwC

Venture Capital Funding Rounds Keep Getting Bigger — Raising Worries About Another Bubble
from Mercury News

How To Control Your Board Discussion and Avoid Chaos
by Mark Suster for Inc.

M&A and Corporate Governance Newsletter
from Kaye Scholer

Once Again! Should a Nonprofit CEO Be a Voting Member of the Board of Directors?
from The Huffington Post