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Corporate Governance and the Permanency of COVID-19

As COVID-19 becomes an endemic threat, corporate officers should accept the fact that the virus will be a permanent enterprise risk for the indefinite future.

In this FT Specialist article, McDermott Partner Michael Peregrine says corporate boards should place their focus on business and operational challenges that result from the pandemic. These include:

  • Enhanced workplace safety in response to delta’s extreme transmissibility;
  • An equitable, enforceable and sustainable approach to employees who do not get vaccinated;
  • The feasibility of current return-to-work plans;
  • Work-from-home arrangements as a more permanent employment model; and
  • The pandemic’s outsize impact on female employees.

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The “Glass Cliff” Challenge for Corporate Governance

Most corporate directors are familiar with the term “glass ceiling”—as they should be. Fewer directors are familiar with the term “glass cliff”—but they should be. For their ability to recognize the distinction between the two, and respond to the related challenges, will be critical to a company’s efforts to assure gender equality within its workforce.

In a recent article for Forbes, McDermott partner Michael Peregrine outlines why corporate boards should team with management to ensure gender equality across the internal playing field.

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Racial Diversity, Gender Equality and Corporate Governance: An Update

Corporate governing boards have a substantial homework assignment given multiple important developments affecting board composition and oversight of workforce culture. These developments encompass new surveys from prominent governance and consulting sources, notable litigation trends and a new state law. Collectively, they represent an accelerated focus by third parties on how directors are selected and employees are retained.

Writing for Columbia Law School’s Blue Sky Blog, McDermott partner Michael Peregrine reports on key developments in the corporate governance space.

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SEC Proposes Disclosure Rule for Hedging Transactions by Directors, Officers and Employees

The U.S. Securities and Exchange Commission recently issued a proposed rule that would require public companies to disclose in annual proxy statements whether their employees and board members may hedge or otherwise offset any decrease in the market value of such companies’ equity securities. The proposed rule implements Section 955 of the Dodd-Frank Act and covers a broader range of transactions than typical hedging policies.

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Transaction Structures for Acquisitions by ESOP Companies

ESOPs have long provided an exit strategy for owners of privately held businesses and a platform for management buyouts.  Mergers and acquisition (M&A) advisors increasingly look to leveraged ESOPs to accomplish both conventional stock and asset acquisitions.

Once an ESOP company decides to pursue an acquisition opportunity, it will generally structure in one of three ways.  As more fully described in the following article, the acquiring company will (1) buy the stock or the assets of the target division or company; (2) merge with the target; or (3) have the target create a new ESOP, sell the target to the newly created ESOP, and then merge the ESOP that purchased the target with the acquiring company’s existing ESOP.

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