Wachtell Lipton provides a Corporate Governance Update: Dealing with Director Compensation

Due to a recent Delaware Chancery Court ruling,[1] the topic of director compensation currently is facing an uncharacteristic turn in the spotlight. Though it receives relatively little attention compared to its higher-profile cousin—executive compensation— director compensation can be a difficult issue for boards if not handled thoughtfully. Determining the appropriate form and amount of compensation for non-employee directors is no simple task, and board decisions in this area are subject to careful scrutiny by shareholders and courts.

The core principle of good governance in director compensation remains unchanged: Corporate directors should be paid fair and reasonable compensation, in a mix

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Can You Resign from the Board of a Troubled Company?

The following post comes to us from David A. Katz, a partner at Wachtell, Lipton, Rosen & Katz, and  Laura A. McIntosh, a consulting attorney for the firm.  The views expressed are the authors’ and do not necessarily represent the views of the partners of Wachtell, Lipton, Rosen & Katz or the firm as a whole.   This article is also being published today in the New York Law Journal.

Two recent Delaware cases involving independent directors of corporations with foreign operations provide a powerful reminder that resigning from the board of directors of a troubled company may not be a … Read more

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Editor's Tweet: Wachtell's David A. Katz and Laura McIntosh discuss Whether a Director can Resign from the Board of a Troubled Company?

Wachtell Lipton Discusses SEC Release on the Use of Social Media under Regulation FD

Yesterday, the Securities and Exchange Commission (SEC) directly addressed the application of Regulation Fair Disclosure (Regulation FD) to corporate use of social media outlets such as Facebook and Twitter.  In a Report of Investigation—a format used by the SEC to issue general guidance based on a specific situation—the SEC expressly stated that Regulation FD applies to social media in the same manner as it does to company websites:  Any of these communication channels can serve as effective, legal means of broadly disseminating material information to investors, if access to them is unrestricted and if the company has provided advance notice … Read more

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Editor's Tweet: Wachtell Lipton Discusses SEC Release on the Use of Social Media under Regulation FD