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Full-Text Articles in Law
Director Nominations, Lawrence Hamermesh
Director Nominations, Lawrence Hamermesh
Lawrence A. Hamermesh
“I don't care who does the electing, so long as I get to do the nominating.” William M. (“Boss”) Tweed. Shareholder election of directors is widely accepted as an important tool in corporate governance. As Boss Tweed’s aphorism demonstrates, the shareholder’s ability to nominate director candidates should therefore also be deemed important. With ever-increasing shareholder activism and increased sensitivity on the part of management to the prospect of director election contests, the scope of the right to nominate and the scope of permissible limitations of that right are likely to come under increasing scrutiny. Yet corporate statutes are largely silent …
The United States, Lawrence A. Hamermesh
Recent Developments In Delaware Corporate Law, Lawrence Hamermesh, Faiza Saeed, Mark Gentile
Recent Developments In Delaware Corporate Law, Lawrence Hamermesh, Faiza Saeed, Mark Gentile
Lawrence A. Hamermesh
No abstract provided.
Who Let You Into The House?, Lawrence Hamermesh
Who Let You Into The House?, Lawrence Hamermesh
Lawrence A. Hamermesh
Recent Congressional corporate governance initiatives have reallocated to independent directors the functions of hiring and supervising the work of certain “gatekeepers,” and some have proposed such a reallocation with respect to general counsel, as a means to address cognitive biases and capture by senior management that may prevent inside counsel from identifying and preventing corporate misconduct. That proposal, however, does not sufficiently account for the positive effect on corporate conduct arising from a close relationship of trust and confidence between general counsel and the CEO or other senior managers. Eliminating such a relationship is likely to undermine access to internal …
Lawyer Responsibilities In The New Disclosure & Corporate Governance Regime, Lawrence Hamermesh
Lawyer Responsibilities In The New Disclosure & Corporate Governance Regime, Lawrence Hamermesh
Lawrence A. Hamermesh
No abstract provided.