Governance Library

GreatGovernance.com is an online service that provides practical guidance on a myriad of corporate governance issues.

This site is for subscribers of TheCorporateCounsel.net.

The Latest:

• "Board Oversight of a New CEO," Foley & Lardner (3/08)
• "Facts about the AFL-CIO’s Proxy Votes," AFL-CIO (3/08)
• "Corporate Governance and Directors’ Duties 2008: United States," Shearman & Sterling (2/08)
• "DOL Determines That a Fiduciary's Use of ERISA Plan Assets to Promote Political Positions Through Proxy Resolutions Risks Violating ERISA" Morgan Lewis (1/31/08)
• "Top 10 Topics For Directors In 2008," Akin Gump Strauss Hauer & Feld (1/11/08)
• "Rethinking Board and Shareholder Engagement in 2008," Weil Gotshal & Manges (1/08)
• Survey from Stock Exchanges - World Federation of Exchanges (12/07)
• "Pandora's Ballot Box, or a Proxy with Moxie? Majority Voting, Corporate Ballot Access, and the Legend of Martin Lipton Re-Examined," J.W. Verret, Skadden Arps (12/07)
• "There Is No Connection Between Corporate Governance and Corporate Performance," Wachtell Lipton Rosen & Katz (12/20/07)
• "2007 Trends in the Corporate Governance Practices of the 100 Largest US Public Companies - Director and Executive Compensation," Shearman & Sterling (12/07)
• "2007 Trends in the Corporate Governance Practices of the 100 Largest US Public Companies - General Governance," Shearman & Sterling (12/07)
• "Key Issues for Directors," Wachtell Lipton Rosen & Katz (12/17/07)
• "Some Thoughts for Boards," Wachtell Lipton Rosen & Katz (12/07)
• SEC's Adopting Release: Shareholder Access (12/6/07)
• "RiskMetrics Group, ISS Governance Services (ISS) Releases Policy Updates for 2008 Proxy Season and Related Developments," Gibson Dunn & Crutcher (11/29/07)
• "Corporate Governance Update: ISS Policies for 2008 Promote Narrower Director Discretion," Wachtell Lipton Rosen & Katz (11/29/07)
• "Corporate Governance Objectives of Labor Union Shareholders," Ashwini Agrawal (11/07)
• "Counting Progress: The State of Corporate Boards Five Years After Sarbanes-Oxley," RiskMetrics Group (11/07)
• "Companies Should Expect Active 2008 Proxy Season," Akin Gump Strauss Hauer & Feld (8/2/07)
• "Raising the Bar: Corporate Governance in Europe 2007 Report," Heidrick & Struggles (7/07)
• "Toward Common Sense and Common Ground? Reflections on the Shared Interests of Managers and Labor in a More Rational System of Corporate Governance," Vice Chancellor Leo Strine (5/07)
• "Boardroom Best Practices," Foley & Lardner (4/07)
• "The Devaluation of the Director," Wachtell Lipton Rosen & Katz (4/07)
• "Storming the Ramparts: The Ongoing Shift in the Balance of Power Between Shareholders and Incumbent Boards of Directors," Mayer Brown Rowe & Maw (3/16/07)
• "Research Analyst Views of Corporate Governance," Foley & Lardner (3/07)
• NACD and CII's Task Force Report (1/07)
• "Shareholder Activism and the "Eclipse of the Public Corporation," Wachtell Lipton Rosen & Katz (2/7/07)
• "Seven Things Shareholders Want Directors to Understand in 2007," Weil Gotshal & Manges (1/07)
• "Corporate Governance Update: Institutional Investors Ready Proxy Season 'Wish Lists'," Wachtell Lipton Rosen & Katz (11/30/06)
• "Some Thoughts for Boards of Directors in 2007," Wachtell Lipton Rosen & Katz (12/1/06)
• "2006 Trends in the Corporate Governance Practices of the 100 Largest US Public Companies," Shearman & Sterling (9/06) *
• "How a General Counsel/Corporate Secretary Can Keep Their Board Out of Trouble," Foley & Lardner (10/06)
• "What to Ask and Know Before Becoming a Director," Foley & Lardner (10/06)
• "Deconstructing American Business II," Wachtell Lipton Rosen & Katz (11/1/06)
• "Delaware Court Limits Tool of Activist Hedge Funds," Wachtell Lipton Rosen & Katz (10/16/06)
• "Hewlett-Packard: A Caution For Company Directors," Fried Frank Harris Shriver & Jacobson (9/28/06)
• "Boardroom Confidentiality," Wachtell Lipton Rosen & Katz (9/26/06)
• Accipiter Life Sciences v. Helfer (Delaware Chancery Court, 8/2/06)(whether a company inequitably manipulated the election machinery by including the announcement of its annual meeting in press release largely devoted to financial results)
• Court Opinion: AFSCME v. AIG (2nd Circuit 9/06) (overturns SEC's interpretation of the (i)(8) exclusion as barring proxy access proposals)
• "Delaware Court Preserves Uncertainty Regarding Stockholder Efforts to Restrain Board Powers," Fried Frank Harris Shriver & Jacobson (6/30/06)
• Court Opinion: US v. Stein (US Dist. Ct. - Southern NY) (6/27/06)
• "Hilton Stockholder Vote Puts Spotlight on Legality of Binding Anti-Pill Bylaw Amendments," Wachtell Lipton Rosen & Katz (5/26/06)
• "Implications of Evolving Forms of Exchange Ownership for their Role as Self-Regulatory Organizations," Alston & Bird (5/06)
• "Lessons Learned in Moody's Experience in Evaluating Corporate Governance at Major North American Issuers," Moody's (4/06)
• Hedge Fund and Institutional Shareholder Activism," Mayer Brown Rowe & Maw (4/21/06)
• "Director Primacy and Shareholder Disempowerment," Prof. Stephen Bainbridge (3/06)
• "Towards a True Corporate Republic: A Traditionalist," Vice Chancellor Leo Strine (3/06)
• "Letting Shareholders Set the Rules," Prof. Lucian Bebchuk (3/06)
• "Hedge Funds and Shareholder Activism," The Altman Group (2/06)
• "Did New Regulations Target the Relevant Corporate Governance Attributes?" Reena Aggarwal and Rohan Williamson, Georgetown University (2/12/06)
• "Preparing the Attack: Considerations for Activist Investors," Fried Frank Harris Shriver & Jacobson (2/14/06)
• "Survey on Responsible Investing," Mercer Investment Consulting (1/06)
• "Delaware Decision To Intensify Governance Debate," Fried Frank Harris Shriver & Jacobson (1/6/06)
• "Six Priorities for Boards in 2006," Weil Gotshal & Manges (1/06)
• "NACD Blue Ribbon Commission Seeks to Clarify Liability Concerns and Provide Preventive Guidance to Directors," Weil Gotshal Manges (12/27/05)
• "Blue Ribbon Commission Issues Recommended Best Practices for Directors," Gibson Dunn & Crutcher (12/20/05)
• Court Opinion: Newcastle Partners v. Vesta (Del. Chan Ct. 11/05)(re: internal affairs doctrine preempts federal securities law)
• Spencer Stuart 2005 Board Survey (12/05)
• "Board Consents and Section 16 Reports Move Online," Wilson Sonsini Goodrich & Rosati (12/6/05)
• "Key Issues for Directors," Wachtell Lipton Rosen & Katz (12/1/05)
• "Some Thoughts for Boards of Directors in 2006," Wachtell Lipton Rosen & Katz (12/1/05)
• "Institutional Shareholder Services (ISS) Releases Policy Updates for 2006 Proxy Season and Related Developments," Gibson Dunn & Crutcher (11/21/05)
• "ISS Majority Voting Policy," Wachtell Lipton Rosen & Katz (11/18/05)
• "A Brief Review and Assessment of the Evidence for a Link Between Corporate Governance and Performance," Hermes (10/05)
• "Developments Concerning Director Selection: What Nominating Committees Need to Know About Majority Voting," Weil Gotshal (10/18/05)
• "2005 Trends in the Corporate Governance Practices of the 100 Largest US Public Companies," Shearman & Sterling (9/20/05)
• "Some Thoughts for Boards of Directors in 2005; Revised for Recent Developments," Wachtell Lipton Rosen & Katz (9/6/05)
• Goldman Sachs Research Report: Environmental Issues (8/05)
• "Key Issues for Directors," Wachtell Lipton Rosen & Katz (8/29/05)
• "Comparison of US Governance Guidelines/Best Practices," Weil Gotshal & Manges (7/05)
• "Disunity in the Labor Movement," Morgan Lewis (7/27/05)
• "The Board’s Annual Corporate Governance Review," Wachtell Lipton Rosen & Katz (7/28/05)
• "What Happened in Delaware Corporate Law and Governance From 1992–2004?" University of Pennsylvania Law Review (7/6/05)
• "Majority Vote to Elect Directors," Wachtell Lipton Rosen & Katz (6/24/05)
• "Developments Regarding Director Elections," Weil Gotshal (6/24/05)
• Court Decisions re: KPMG Tax Shelter Abuses
• Disney's CEO Succession Lawsuit
• Business Roundtable's "Guidelines for Shareholder Communications" (5/26/05)
• General Electric 2005 Corporate Citizenship Report (5/19/05)
• Effectiveness of General Counsels (5/15/05)
• "2005 Review of Developments in Delaware Corporation Law," Prickett, Jones & Elliott (4/05)
• "Authentic Governance: Walking the Walk without SOX," Minnesota Lawyer (4/05)
• PwC 8th Annual Global CEO Survey (4/05)
• "No Substitute for Good Judgment," Wachtell Lipton Rosen & Katz (3/24/05)
• "Frequently Asked Questions on 2005 Compensation Policies," ISS (3/22/05)
• "ISS U.S. Voting Policy Update: Majority Vote Standard," ISS (3/05)
• "Good Corporate Governance is Enabled by Communication," ISS (2/05)
• Disney Governance Report - Proxy Governance (2/8/05)
• "Corporate Governance: Shareholder Activism in 2004 And Implications for 2005," David Katz, Wachtell Lipton Rosen & Katz (1/31/05)
• "Some Thoughts For Boards of Directors in 2005," Martin Lipton, Wachtell Lipton Rosen & Katz (1/31/05)
• "Ten Board Challenges for 2005," Weil Gotshal & Manges (1/05)
• "Implications of Recent Settlements by WorldCom and Enron Directors," Davis Polk & Wardwell (1/10/05)
• "The WorldCom Settlement and Director Liability," Wachtell Lipton Rosen & Katz (1/7/05)
• "What Matters In Corporate Governance," Lucian Bebchuk, Alma Cohen, and Allen Ferrell, Harvard Law School (11/04)
• Updated ISS Proxy Voting Policy (12/04)
• "Delaware Speaks to Directors of Troubled Companies," Wachtell Lipton Rosen & Katz (12/1/04)
• Board Study Re: Health of Businesses - Deloitte (11/04)
• "Director Liability Developments: Delaware Gets Dangerous?" Wachtell Lipton Rosen & Katz (10/28/04)
• What Matters in Corporate Governance (10/13/04)
• ISS Postseason Report: Academic Studies on Governance (10/01/04)
• "2004 Corporate Governance Survey," Shearman & Sterling (8/04)
• "SEC Settles Enforcement Action Against Parmalat: Settlement Continues SEC Trend of Imposing Corporate Governance Reform through Enforcement Actions," Sidley Austin Brown & Wood (8/4/04)
• "Board Involvement in an 'Effective Compliance & Ethics Program' Under the Amended U.S. Federal Sentencing Guidelines for Organizations," Weil, Gotshal & Manges (7/14/04)
• Institutional Shareholder Services Releases Preliminary Proxy Season Review (7/12/04)
• "Change-of-Control Employment Arrangements - What Directors Are Asking Today," Wachtell Lipton Rosen & Katz (6/10/04)
• "Boards and Auditors Face Forbidden Zones," Duane Morris (1/04)
• "Avoiding Personal Liability as a Director," Duane Morris (1/04)
• "Payless's Proxy Battle Victory: Lessons Learned from the Year's Most Significant Proxy Contest," Wachtell Lipton Rosen & Katz (5/28/04)
• Updated OECD Governance Principles (4/04)
• "Delaware Affirms that Directors Can Be Independent While Maintaining Social Ties and 'Friendship' With Management," Wachtell Lipton Rosen & Katz (4/7/04)
• "How Compensation Gets Manhandled," Roger Brossey and John Balkom, Semler Brossey Consulting Group (4/04)
• GMI Governance/Performance Analysis (3/04)
• "Key Issues for Directors," Marty Lipton, Wachtell Lipton Rosen & Katz (3/25/04)
• "Website Posting of SEC and Corporate Governance Materials: Required Postings and Practical Advice," Perkins Coie (3/12/04)
• "Extraordinary Administration of the Parmalat Group," Cleary Gottlieb (3/04)
• "What Independent Directors Need to Know about Intellectual Property," Weil Gotshal & Manges (2/04)
• "Ten Things Every Director Should Know for 2004," Weil Gotshal & Manges (12/03)
• "Some Thoughts for Boards of Directors," Marty Lipton, Wachtell, Lipton, Rosen & Katz (1/19/04)
• "Key Issues for Directors in 2004," Wachtell Lipton Rosen & Katz (12/29/03)
• "Imposing Corporate Governance Reform: The SEC Takes Action," Nixon Peabody (11/24/03)
• "Public Company Compensation Committees: An Update," Wachtell, Lipton, Rosen & Katz (11/18/03)
• "Improved Governance and Transparency In Spanish Company Law," Latham & Watkins (9/5/03)
• "Boardroom 'Best' Practices are Changing: The Need to Demonstrate 'Good Faith'," Morrison & Foerster (9/03)
• "Rumblings in Delaware: The Shifting Terrain of Director Liability—Expanding the Concept of Good Faith, Tightening the Definition of Independence," Michael J. Halloran and Elisa Lowy (9/5/03)
• BRT Roundtable on Corporate Governance (9/10/03)
• "A New Voice in the Corporate Governance Debate - The Recommendations of WorldCom's Corporate Monitor," Fried Frank Harris Shriver & Jacobson (9/9/03)
• "'Restoring Trust'" or Losing Perspective?" Wachtell, Lipton, Rosen & Katz (8/27/03)
• "Directors’ Fundamental Responsibilities Are Not Changed By SEC Enforcement Action in Chancellor Corp.," Wachtell, Lipton, Rosen & Katz (8/22/03)
• "Directors of Private Company Held Liable in Pereira v. Cogan" Fried, Frank, Harris, Shriver & Jacobson (6/20/03)
• "Restoring Trust: Empowering the CFO," Deloitte Research (7/7/03)
• "Delaware Court Holds Philanthropic Ties Can Result in Loss of Director Independence" Wachtell, Lipton (6/20/03)
• "What's Happening to the Business Judgement Rule?" Debevoise & Plimpton (6/19/03)
• "The Business Judgment Rule is Alive and Well" Wachtell, Lipton (6/17/03)
• Disney Chauncery Court Opinion (5/28/03)
• Directors Guide - Wachtell Lipton Rosen & Katz (5/28/03)
• Corporate Governance Practices Survey - Buck Consultants (4/03)
• Ten Topics of Inquiry for a Prospective Board Member
• Cal. Court Decision re: Novel Shareholder Actions
• Best Practices for Online Corp Gov
• Governance Ratings Portal
• Annotated Corporate Governance Guidelines - by Sutherland &  Asbill
• Sample Board Evaluations
• Whistleblower Portal
• Audit Committee Portal
• Corporate Governance / Nominating Committee Portal
• Evelyn Davis Interview
• "Benjamin Moore & Co.: A Story of Corporate Renewal and Family Exit," Jack Moore
  

• John White: Musing on How TARP May Impact All Executive Compensation Disclosures (Not Just Big Banks)
• Corp Fin's '09 Narrowly Selected Review of Executive Compensation Disclosure
• Moral Hazard and Executive Compensation
• The Perils of Pledging
• Economic Crisis Impacts: Disclosure in 1934 Act Reports
• Treasury Guidance on Executive Compensation Provisions of the EESA
• Accounting Guidance: It Keeps on Flowing
• Short Sale Disclosure (Only to the SEC) Now In Place
• Short Sale Tuesday
• Posted: The "SEC Enforcement Manual"
• A Change to the Audit Committee Report
• Corp Fin's New Exchange Act Compliance and Disclosure Interpretations
• Fair Value Accounting Guidance from the SEC and FASB Staff
• Delaware Court of Chancery Directs That Hexion/Huntsman Merger Go Forward
• Here They Come: First Batch of North Dakota Reincorporation Proposal
• Nasdaq Proposes Suspension of Bid Price and Market Value Tests