Corporate Governance Advisor articles from May 2004

Corporate Governance Advisor archives from May 2004

Independence and liability after the eBay decision.(Board Of Directors)
May 1, 2004... On January 23, 2004, the Delaware Court of Chancery decided In re eBay Shareholders Litigation, allowing plaintiffs to proceed with a derivative action against corporate officials at eBay and its investment bank in a case involving the...

Performing the duty of care: a director's perspective.(Board Of Directors)
May 1, 2004... In the wake of the most recent wave of corporate scandals, nearly all of the resulting lawsuits have alleged that the directors did not carefully protect the interest of the shareholders. They allege that directors violated their most...

The organization of audit committees: a comparative perspective.(Audit Committees)
May 1, 2004... One of the most significant outcomes of the financial collapse of Enron and its progeny has been the legal and regulatory reform measures directed at audit committees and their members. In response to the breakdown in the integrity of the...

Challenges in determining which officers' compensation must be reviewed by the compensation committee.(Compensation)
May 1, 2004... Compensation committee members serving public companies listed on the New York Stock Exchange (NYSE) recently have had the scope of their compensation review authority broadened with the SEC's approval by the Securities and Exchange...

Roundtable on annual meeting conduct.(Shareholder Meetings)(Panel Discussion)
May 1, 2004... This year, holding an annual meeting of shareholders has more risks than ever before. Already, an alarming number of companies have adjourned their meetings in order to solicit more votes as a result of the new SRO shareholder approval...

Delaware affirms that director independence can coexist with social ties and "Friendship" with management.(Director Independence)
May 1, 2004... In recent months, the Delaware courts have decided a number of cases in which they appeared increasingly receptive to arguments that apparently independent directors were disqualified by alleged conflicts of interest. In its most recent...

Top 10 things to know if you're an investor or director of a failing business.(Practice Corner)
May 1, 2004... Overall, the bubble may have burst, but many companies are still hanging on by their fingernails. Professional investors may want to cut their losses and turn their attention to new opportunities, but before they do, they should consider...