• Preparing for Proxy Season 2018: A Primer for General Counsel

    January 03, 2018 |

    As we enter 2018, public companies across the United States will begin, in earnest, their preparations for this year's proxy season and annual shareholder meetings. It is not an understatement to say that 2017 was a tumultuous year on many fronts — economically, politically and globally. As a result, general counsel should have several issues on their radar that could play a role in 2018's proxy season.

  • Quarterly State Compliance Review

    January 01, 2018 |

    This edition of the Quarterly State Compliance Review looks at some legislation of interest to corporate lawyers that went into effect from Oct.1, 2017 to Jan. 1, 2018. It also looks at recent decisions of interest from Delaware.

  • FATCA Revamp

    January 01, 2018 |

    Will Your Company Be Prepared?

    FATCA is an effort by the United States to curb tax evasion and incentivize Foreign Financial Institutions (FFI) to report the overseas assets of U.S. persons. The U.S. encourages compliance by imposing a 30% withholding penalty on all U.S. source income and sale proceeds of non-compliant foreign financial institutions.

  • | The Corporate Counselor

    Responding to Sexual Harassment in the Workplace: A Roundtable Discussion

    January 01, 2018 |

    The #MeToo movement has empowered victims of sexual harassment and abuse previously silenced by powerful business and political leaders. No longer silent, these victims are using their experiences to challenge the powerful and raze structures that have permitted abuse. We have compiled a panel of legal experts to analyze how the law and the legal profession failed the workplace. The panelists discuss legal and environmental conditions that led to abuse, and what lawyers and businesses can do to curb the powerful and protect the vulnerable.

  • U.S. Economic Sanctions

    January 01, 2018 |

    The challenge for U.S. actors is how to comply with the law in the dynamic world of economic sanctions. This article tries to help by pointing out challenging (or “hot”) current issues and making suggestions about compliance strategies that in-house counsel can leverage to address the most challenging compliance issues.

  • | The Corporate Counselor

    Sexual Harassment

    January 01, 2018 |

    The Basics, the Skeletons In Your Closet, and How to Be Prepared

    Harvey Weinstein has put the spotlight on sexual harassment in the workplace. Under this light we see multiple industries struggling with their own sexual harassment allegations and revelations.

  • Labor and Employment Law Changes in the Trump Era

    December 01, 2017 |

    President Trump's first 11 months in office brought significant changes to labor and employment law. Immediate changes to the leadership and agendas for the DOL, the EEOC and the NLRB) have already occurred, along with reversals of policy and positions taken in court.

  • Chancery Approves Incorporation of Reference Condition in Section 220 Litigation

    December 01, 2017 |

    Books and records actions are heralded as the "tools at hand" for litigators pursuing shareholder claims against a corporation. In fact, the Delaware Court of Chancery has been critical of litigants who failed to take advantage of a shareholder's right to request the books and records of a corporation prior to commencing litigation against the corporation.

  • Key Decisions from Delaware Courts

    December 01, 2017 |

    Mergers and Acquisitions

    A few recent decisions from the Delaware Court of Chancery provide useful information to corporate executives who are involved in the sale or purchase of businesses, or who are involved in joint ventures in which the sales price or the post-closing profit distribution is based on certain milestones being reached.

  • Follow Up on False Claims Act Actions

    December 01, 2017 |

    The authors discuss several steps to take in order to avoid the pitfalls that could accompany lengthy exposure vis-à-vis state false claims actions.