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• These Settlements are the Beginning ( February 2005 )
  

  The WorldCom settlement was recently torpedoed by the investment bank defendants in the case. The Judge agreed with their argument that the proposed settlement improperly limited a potential damages reduction for the directors' responsibility to which the banks would be entitled. Nevertheless, as a firm of trial lawyers primarily representing businesses in litigation, we expect that unhappy shareholders will continue the trend and we will see more cases where plaintiffs seek to hold directors personally liable for mismanagement occurring during their tenure.

• Summary of 2004 Amendments to the Delaware General Corporation Law and the Constitution of the State of Delaware ( January 2005 )
  

  A number of amendments to the Delaware General Corporation Law (the "DGCL") have been adopted by the Delaware General Assembly and signed into law. The changes became effective on August 1, 2004. While many of the amendments are technical in nature, several important changes have been made to Sections 102, 152 and 303 of the DGCL.

• Jones Apparel: Eliminating Board Discretion By Charter Provision ( September 2004 )
  

  The General Corporation Law of the State of Delaware empowers a corporation to create, define, limit or regulate, by charter provision, certain powers of its board of directors or stockholders so long as the charter provision does not violate the laws of the State of Delaware. Practitioners, however, generally have been cautious when advising corporations with respect to the adoption of charter provisions limiting the power granted to the board of directors or the stockholders of a corporation by a provision of the General Corporation Law.

• An Independent Process for Compensation Committees Post-Sarbanes ( May 2004 )
  

  Executive compensation and the actions of compensation committees clearly will be the next focus for corporate governance's bright light. Lawyers can help companies prepare for this scrutiny by developing a process that ensures independent analysis of executive, and particularly CEO, compensation.

• Recent Law on Financial Security Improves Corporate Governance in France ( March 2004 )
  

  Law n° 2003-706 of August 1, 2003 on financial security (<i>Loi de Sécurité Financière</i>) was adopted by the French Parliament one year after the U.S. "Sarbanes-Oxley" Act with the same objective of restoring the trust of the investors in the French markets. This briefing focuses upon those provisions of the Reform that impact French corporate governance practices and that require immediate attention from a compliance standpoint.

• Director Nominations and ShareholderCommunications -- The SEC Strikes Again… ( January 2004 )
  

  While all of us were focusing on mastering Sarbanes-Oxley ("Sox"), the SEC recently adopted rules requiring a public company to disclose information regarding its policies and procedures relating to the director nomination process and shareholder communications with the Board.

• Securities Law Advisor: October 23, 2003 ( November 2003 )
  

  Shareholder participation in the nomination of directors -The begiunning of a new era in corporate governance?

• Counseling The Audit Committee ( August 2003 )
  

  Steve Poss, Co-Chair of the Corporate Governance and Securities Litigation Group at Goodwin Procter LLP, participated in the presentation on counseling the audit committees of corporate boards of directors. Mr. Poss first took the audience through the evolution of corporate governance over the last 40 years.

• Another Growing Trend in Corporate Governance Best Practices: Separation of the Positions of Chairman and Chief Executive Officer ( April 2003 )
  

  Recent corporate scandals have focused attention on corporate governance issues, one of which is the role of the Chief Executive Officer and his or her relationship with the board of directors. Currently, most major companies have CEOs who also hold the position of Chairman of the Board.

• DWT Releases Comments on OIG'S Issuance of Compliance Resource Guide for Corporate Boards ( April 2003 )
  

  The Office of the Inspector General of the Department of Health and Human Services (OIG), working in collaboration with the American Health Lawyers Association, just published Corporate Responsibility and Corporate Compliance: A Resource for Healthcare Boards of Directors ("Board Compliance Guide"). In the wake of Enron, Sarbanes-Oxley and various agency pronouncements, unprecedented attention is being given to the roles and responsibilities of corporate boards.