Archive
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How boards can protect against Covid-19-related shareholder claims
Covid-19 presents a red-flag risk for boards of directors that is potentially ripe for Caremark claims, say Scott Crofton, Lee Parnes and Krishna Veeraraghavan – Bloomberg reported that the Japanese government gave details of a range of companies that will be subject to new rules restricting foreign investment as it seeks to protect from foreign state interference any industries it says are core to national security. The Foreign Exchange and Foreign Trade Act requires some foreign investors to report in advance when they plan to buy a more than 1 percent stake in the designated firms, down from a previous…
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The week in GRC: SEC sees surge in tips, and investors continue moving into ESG funds
This week’s governance, compliance and risk-management stories from around the web As companies implement new processes and procedures in an effort to operate safely in a pandemic-stricken world, opportunistic shareholder plaintiffs are likely to use health and safety incidents affecting employees, customers, suppliers or other stakeholders – along with other business disruptions – as the basis to bring claims. Those plaintiffs may pursue such claims in relation to a director’s duty to monitor. Directors in Delaware are required to make a good faith effort to oversee a company’s operations. This obligation requires a board to make a good faith effort…
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Considering poison pills as corporate vaccines amid Covid-19
Boards should look at defense mechanisms ahead of a potential resurgence of unsolicited takeover attempts, says Vilena Nicolet The US economy is not immune to the Covid-19 pandemic. Increased market volatility, lower stock prices, the reluctance of shareholders to endorse short-term goals of shareholder activists and higher scrutiny from advisory firms have created an environment that is expected to lead to an increase in hostile takeovers yet again. In advance of the potential resurgence of unsolicited takeover attempts, boards should consider the defense mechanisms available to them and revisit their fiduciary duties. Poison pills (or shareholder rights plans) are versatile…
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Spotify hires new general counsel
Eve Konstan is a veteran of HBO Spotify has recruited Eve Konstan as its next general counsel, effective May 18. She will report to Horacio Gutierrez, head of global affairs and chief legal officer at the music streaming company. Gutierrez welcomes Konstan in a LinkedIn post, saying: ‘Her extensive experience in the media industry and her proven leadership skills will be great assets to the company!’ After working from home during the Covid-19 pandemic lockdown, Konstan will be based in Spotify’s New York office. Konstan spent more than 20 years at HBO, including almost five years as executive vice president…
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BIOMIN America settles Cuba sanctions case
OFAC says matter has compliance lessons for companies Overland Park, Kansas-based BIOMIN America has paid $257,862 to settle its potential civil liability for ‘apparent violations’ of US sanctions against Cuba. The US Department of the Treasury’s Office of Foreign Assets Control (OFAC), which brought the action, says it ‘demonstrates the importance of US companies with a global presence maintaining appropriate sanctions compliance programs, particularly when dealing with foreign subsidiaries and affiliates.’ OFAC says in a related filing that BIOMIN America, an animal nutrition company, co-ordinated sales of agricultural commodities to a company in Cuba without authorization from the Treasury unit.…
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Bed Bath & Beyond appoints general counsel
Arlene Hong to join company on May 18 Bed Bath & Beyond has hired Arlene Hong as executive vice president, chief legal officer (CLO) and corporate secretary, effective May 18. She will report directly to president and CEO Mark Tritton. Hong is joining Bed Bath & Beyond from FULLBEAUTY Brands, where she has been CLO, senior vice president and corporate secretary since 2019. She previously headed up Amazon’s legal team responsible for the North America Softlines business and was general counsel at Quidsi, an Amazon subsidiary. Earlier in her career, Hong was general counsel for e-commerce retailer Ideeli and served…
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The week in GRC: Investors eye employee benefits amid Covid-19, and tussle looms over pandemic liabilities
This week’s governance, compliance and risk-management stories from around the web – The Guardian reported that J Crew was the first major US retailer to file for bankruptcy protection during the Covid-19 shutdown. The brand’s parent company made the Chapter 11 bankruptcy filing in a Virginian federal court as it plans to hand control over to its lenders in exchange for the cancellation of $1.65 billion of debt. J Crew Group CEO Jan Singer said the move was a ‘financial restructuring’ that would enable the business to thrive for years to come. Singer described the agreement with lenders as ‘a…
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CalPERS raises concerns over MD&A reform plans
SEC proposals would make it harder and costlier for CalPERS to fulfill fiduciary responsibilities, CEO says CalPERS has voiced concerns that SEC disclosure reforms would leave investors lacking key information – and raise particular challenges given the impact of Covid-19 on companies. The SEC in January proposed amendments designed, in its words, to ‘modernize, simplify and enhance’ certain financial disclosure requirements under Regulation SK. ‘The proposed amendments would eliminate duplicative disclosures and modernize and enhance management’s discussion and analysis [MD&A] disclosures for the benefit of investors, while simplifying compliance efforts for companies,’ officials wrote. The proposals are part of a…
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Personalis recruits first general counsel
Stephen Moore was previously general counsel at Pacific Biosciences Menlo Park, California-based Personalis has recruited Stephen Moore as general counsel, a newly created position at the company. Moore reports to president and CEO John West. Moore previously spent 10 years at Pacific Biosciences, where he was also general counsel. Before that, he was general counsel at Navigenics, a consumer genomics company that was later acquired by Life Technologies, now part of Thermo Fisher Scientific. Prior to that, he spent more than eight years at DNA microarray company Affymetrix, which was also later acquired by Thermo Fisher Scientific, where he was…
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Albertsons finds successor to general counsel
Bob Gordon is retiring after more than two decades with Safeway and Albertsons Food and drug retailer Albertsons Companies has hired Juliette Pryor as executive vice president and general counsel, effective June 15. Pryor is moving to Albertsons from Cox Enterprises, where she has worked as general counsel and corporate secretary for almost four years. She previously worked at US Foods for 11 years, including serving as general counsel and chief compliance officer. Before that she was with Skadden Arps Slate Meagher & Flom, having previously been general counsel and corporate secretary for e.spire Communications and having earlier worked at…