WATCH NOW: Director Independence — Recurring Issues and Recent Developments
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About This Webcast
This program originally aired on Wednesday, March 5, 2025 to members of TheCorporateCounsel.net.
Twenty-plus years into the stock exchanges' corporate governance requirements, boards and their advisors had gotten pretty comfortable navigating questions of director independence. But public companies are now considering whether and how to tighten their procedures in light of recent developments – including the SEC's settlement with a public company director due to his failure to disclose his close personal friendship with an executive officer and the Delaware Chancery Court's Tornetta decision invalidating Elon Musk's 2018 pay package, in which director independence played a significant role. Join our speakers as they discuss recurring issues, recent developments and some common scenarios.
Disclaimer: Members can earn CLE credit by watching programs like this one! However, CLE credit is not available for this recording.
Caroline Kim, Skadden
Bob Lamm, Gunster
Kyoko Takahashi Lin, Davis Polk
Kyle Pinder, Morris Nichols
- Listing requirements
- Nasdaq & NYSE categorical standards
- Catch all
- Recent SEC enforcement action
Compensation Considerations
- Compensation Committees
- Audit Committees
- Nominating/Corporate Governance Committees
Preparing for Proxy Season
- Process and frequency of determinations
- Proxy disclosure regarding director independence
- Investor and proxy advisor perspectives, including tenure considerations
Delaware Law
- Case Law Basics
- Recent developments
- Process considerations
- Senate Bill 21
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