Here’s a tip from the sixth edition of our popular publication The Public Company Handbook, which is an easy-to-read guide that provides practical insights regarding legal and other board management issues facing public—or soon-to-be-public—companies.

This tip involves reliance on experts. As Smith v. Van Gorkom and Disney show, a director has traditionally been able

As we blogged a few months ago, the SEC’s new pay-for-performance rules apply to the upcoming proxy season—and if you haven’t started looking into the groundwork you need for this new proxy disclosure yet, you need to get started right away if you’re a company with a 12/31 fiscal year-end.

Remember that “no surprises” is

Continuing my three-part series of blogs about board and committee meeting minutes practices (see Part 1 about what to do before the meeting), here are some practices to consider in your minute-taking routine during the board or committee meeting: 

  1. Don’t record any meetings with audio or visual equipment, as this practice may have a chilling

Here’s a tip from the sixth edition of our popular publication The Public Company Handbook, which is an easy-to-read guide that provides practical insights regarding legal and other board management issues facing public—or soon-to-be-public—companies.

This tip involves the duty of care that a board of directors has. You may want to use this image

This feature of our blog is where our in-house readers share tips, anecdotes and thoughts about things that come up in their daily practice. This particular batch of thoughts is about handling the corporate secretary’s budget – compare our recent blog with thoughts about setting the board’s budget [feel free to ping me and share your thoughts – they will be posted anonymously or with attribution, whichever you desire]:

Continue Reading In-House Corner: Setting the Corporate Secretary’s Budget

This is the first of a series of three blogs about board minutes. Keeping accurate, concise minutes of the meetings of your board and board committees is one of the more important responsibilities of a corporate secretary. Minutes have long been important to help protect a board from claims of fiduciary duty failures, and the

Here’s a tip from the sixth edition of our popular publication The Public Company Handbook, which is an easy-to-read guide that provides practical insights regarding legal and other board management issues facing public—or soon-to-be-public—companies.

This tip involves considering the question of “what makes a good director?” Set expectations for your Board members from the