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What the One Big Beautiful Bill Act Means for Boards
Here’s what directors should know about how President Donald Trump’s sweeping new law affects corporate taxes and business strategy.
LegislationDirectorship MagazineOnline ArticleNew State Laws Shift Compliance and Planning Horizons for Boards
Amid shifting federal rules and regulations, directors should also be aware of these changes in state laws in Delaware and beyond.
ComplianceLegislationDirectorship MagazineOnline ArticleNew Policies on Procurement, Tariffs, and Taxes: Implications for Boards
Discover why efforts by the Trump administration around government contract rules, tariff rates, and tax breaks will impact board agendas and business strategies.
LegislationStrategyArticleCongress’s First 125 Days: What New Legislation Means for Boards
What directors need to know about the five new laws passed in the first three months of the new US administration—and what's coming next.
ComplianceLegislationRegulationArticleMember-OnlyA Government Reset: New Rules and New Players
What corporate directors should know about the potential business impacts of new federal government leadership.
LegislationRegulationDirectorship MagazineMagazine IssueAs Washington Swings Right, Boards Update Their Playbooks
Discover legislative, regulatory, and legal developments impacting boards in the winter 2025 issue of Directorship.
ComplianceLegislationRegulationDirectorship MagazineMagazine IssueWhat the US Election Means for Global Business
How boards can prepare for potential geopolitical changes following the US election.
Geopolitical RiskLegislationRegulationDirectorship MagazineMagazine IssueRisk OversightThe Post-Election Boardroom
Six scenarios that boards should consider to prepare for regulatory changes after the US election.
Geopolitical RiskLegislationRegulationDirectorship MagazineMagazine IssueCorporate Tax Rates, Federal Agency Authority, and More Under Siege
Discover legislative, regulatory, and legal developments impacting boards in the fall 2024 issue of Directorship.
LegislationRegulationDirectorship MagazineMagazine IssueLatest Delaware Decisions Reveal the Limits of the Business Judgment Rule
Recent Delaware court rulings and their lessons for directors.
Director LiabilityLegislationDirectorship MagazineOnline ArticleA Call for Transparency Amid a Shifting Legal and Regulatory Landscape
The increasing complexity of the legal and regulatory landscape is challenging the board’s fiduciary duties of care and loyalty. Emerging trends ushering in a call for fairness and transparency are of paramount importance to directors as they underpin board oversight and governance.
Legal RiskLegislationRegulationStrategyWhat Boards Should Know About the GDPR FAQ
The European Union’s new General Data Protection Regulation (GDPR) requires—with some exceptions—affirmative opt-in and usage notices for data collection in the European Union (EU) by any organization with 250 or more employees. It applies to European organizations collecting data within the EU and non-European companies with data subjects based anywhere in the region. Any person located within the EU is considered to be a “data subject” under the regulation. The regulation mandates in detail the proper procedures related to required data collection and usage, including cybersecurity measures, making compliance a challenge, especially for smaller firms.
Data PrivacyGDPRInformation SecurityCommitteesComplianceLegislationLiabilityDirector EducationMember-OnlyThe Role of the U.S. Securities and Exchange Commission
Although governance for all types of corporations is determined mainly by state corporation law, the U.S. Securities and Exchange Commission (SEC) nonetheless plays a significant governance role in public companies—namely, those that register to issue securities (stocks and notes) to the public. Many of the SEC's rules and requirements have a direct impact on corporate governance.
CommitteesComplianceDirector FAQLegislationRegulationSecurities and Exchange CommissionDirector EducationMember-OnlyThe Caremark Standard: Tough, but Not Impregnable
The Caremark decision built a high wall for plaintiffs to scale in asserting a board’s failure to comply with duty of care and loyalty standards. A landmark case before the Delaware courts in 1996, the decision written by the Court of Chancery of Delaware for In re Caremark International Inc. clarifies the board’s duties in relation to its oversight activities.
ComplianceDelaware CourtsEthicsLegislationRegulationRisk ManagementAdvance Notice Bylaws: A Brief History and Four Recommendations
The 2023 debut of the universal proxy card, following a US Securities and Exchange Commission rule effective Jan. 31, 2022, making it easier for dissidents to campaign for a seat on a board, has inspired some boards to review and strengthen the change-of-control provisions in their bylaws or other corporate policies.
ComplianceLegislationRegulationRisk ManagementWhat the Universal Proxy Card Means for Directors
On Sept. 1, 2022, the new “universal proxy” rules of the US Securities and Exchange Commission will go into effect today.
LegislationRegulationProxy SeasonLitigation Preparedness for Directors
Outside counsel are often called in to help with a bet-the-company lawsuit, only to find out that the company is unprepared for litigation, employees not trained on how to preserve attorney-client privilege or properly escalate a dispute, litigation hold notices not issued and company data not preserved, and the location of key documents uncertain. Preparing for the proverbial rainy day is critical, and corporate directors play an important role in ensuring their company is ready for litigation.
LegislationRegulationNew Tax and Appropriations Law Delivers Mixed Financial News for Corporate Boards
For corporate directors bracing for long-pending tax changes, the wait is over. After three committee reports, 42 roll call votes, and 295 amendments, the Biden administration’s multi-topic tax and appropriations bill—once known as Build Back Better—is finally on course to be signed into law by President Joseph R. Biden Jr. HR 5376, now branded as the Inflation Reduction Act of 2022, aims to raise $739 billion in revenue through taxes while spending $433 billion on programs (including some with tax breaks for corporations), targeting a net impact of a $300 billion-plus deficit reduction, according to an early summary by its Democrat sponsors.
LegislationRegulationCompensationRisk ManagementIncreasing Geopolitical Risks Raise Disclosure Issues
Over the past two years, public companies in the United States have faced an unpredictable risk environment. Two geopolitical crises—the COVID-19 pandemic and the Russian invasion of Ukraine—strained international supply chains and destabilized financial markets. It is tempting to view these events as temporary departures from the stable climate for international commerce of the past 75 years.
Geopolitical RiskLegislationRegulationStrategyFederal Forum-Selection Provisions: A Key Tool to Defend Against Offering-Related Securities Lawsuits
Jonathan Rotenberg and Paul Young outline the background and effectiveness of federal forum provisions as a defense tool against Securities Act lawsuits.
ComplianceLegal RiskLegislationRegulationRisk ManagementCorporate GovernanceWith SEC Green Light, Bold Social Resolutions Will Dominate the 2022 Proxy Season
The coming annual meeting season may stand out for the high volume and progressive tone of resolutions being voted on, as shareholders take advantage of a pro-activist US Securities and Exchange Commission under the leadership of Chair Gary Gensler.
ESGLegislationRegulationDirectors Challenged to Respond to New DOJ Corporate Fraud Initiative
The US Department of Justice's new policy on corporate fraud enforcement and individual accountability is a significant development around risk, Michael W. Peregrine warns corporate directors.
ComplianceDepartment of JusticeEthicsFraudLegislationLiabilityRegulationWhat Directors Should Know About Wage-Fixing and No-Poach Agreements
Directors should expect to see further regulation as a result of a recent executive order promoting antitrust enforcement with a focus on the labor market. Here's what board members should know and do.
LegislationRegulationFor SPACs, an Ounce of Liability Prevention Is Worth a Pound of Cure
In light of the SEC's recent crackdown on SPACs, as well as congressional attention and the inevitable increase in securities lawsuits and SEC investigations to come, it is crucial that SPACs, their boards, their sponsors, and target companies implement safeguards to protect against these.
Director LiabilityLegislationRegulationRisk ManagementUS 2021 Cyber Agenda May Affect Liability, Disclosure, and Enforcement
Structural and technological changes have been set in motion by COVID-19, creating new cyber-risk and security challenges that will likely endure even after the pandemic ends.
CybersecurityCyberDisclosureLegislationLiabilityRegulation