September 7, 2012

European Proposal: Boards With Less Than 40% Women Problematic

There is no issue that lights up the Twittersphere in the corporate governance area than board diversity. Thus, people certainly were tweeting heavily earlier this week when news of a proposal by the European Union justice commissioner that companies allocating fewer than 40% of the slots on supervisory boards to women could face serious sanctions after 2020. [Although certainly not tweeting at the record 50k per minute that occurred last night during the President’s speech.]

For this proposal to go forward, the European Commission must first approve it in the coming weeks, then the legislation would need approval from the EU’s 27 governments and the European Parliament. As the studies in our “Board Diversity” Practice Area show, the number of women on US boards remains around 10% (with 30-40% of boards not having a single woman!) – with not much improvement in recent years…

“Getting Beyond Denial: Conflict Mineral Rules More Important (And Apply Sooner) Than You Thought”

I have calendared a webcast for September 27th with the longest title I have ever used – “Getting Beyond Denial: Conflict Mineral Rules More Important (And Apply Sooner) Than You Thought” – because I think the significance of the SEC’s new conflict mineral rules has been missed by some. And because one subtlety to the new rule’s 2014 effective date is that although it is a long time before companies are required to first report, those disclosures are going to cover 2013 – so companies need to have their ducks in a row by 2012 year-end. That’s right – by the end of this year!

Federal Court Find Delaware’s Confidential Chancery Court Arbitration Statute Violates 1st Amendment

Last week, the US District Court of Delaware delivered this decision – in Delaware Coalition for Open Government v. Strine – holding that Delaware’s confidential Chancery Court arbitration statute violates the First Amendment of the US Constitution. My understanding is that defendants plan to appeal. We are posting memos in our “Securities Litigation” Practice Area.

Mailed: July-August Issue of “The Corporate Executive”

We just mailed the July-August Issue of The Corporate Executive, and it includes pieces on:

– Barnes & Noble’s Gaffe: Grant Limits Under Section 162(m)
– Recent Court Decisions May Create Openings for Litigation
– Follow-Up: One Tax Question Resolved for 2013
– Say-on-Pay Round-Up: Year 2

Act Now: Get this issue rushed to when you try a “Free for Rest of 2012″ No-Risk Trial to The Corporate Executive.

– Broc Romanek