Weil, Gotshal & Manges LLP
Corporate Governance News / Publications

News

  • Weil Ranked as a Top Law Firm in 2014 Edition of Chambers Global more >
    (March 21, 2014, Weil News)
  • US Senate Confirms Weil Partner Vernon S. Broderick as SDNY Judge more >
    (September 10, 2013, Weil News)
  • President Obama Nominates Weil Partner Vernon S. Broderick to Serve on the US District Court for the SDNY more >
    (April 15, 2013, Weil News)
  • Weil Advises GE in its Proposed $3.3 Billion Acquisition of Lufkin Industries more >
    (April 8, 2013, Weil News)
  • Weil Shortlisted for Euromoney Legal Media Group’s Americas Women in Business Law Awards more >
    (April 4, 2013, Weil News)

Publications

  • The Business Judgment Rule: Fiduciary Duties of Corporate Directors more >
    (6th ed. 2009, 4 volumes, published by Wolters Kluwer Law & Business; earlier editions include 1st ed. 1987; 2d ed. 1988; 3d ed. 1989, Supp. 1990 & Supp. 1991; 4th ed. 1993, Supp. 1994 & Supp. 1995; 5th ed. 1998, Supp. 2000, Supp. 2001 & Supp. 2002)
  • Two Reminders for the Compensation Committee: Reconsider Adviser Independence; Nasdaq Companies Must Submit One-Time Certification more >
    (April 8, 2014, Weil Alert)
  • Weil’s Paul Ferrillo Quoted on Settlement Payments by Directors & Officers in FDIC Suits more >
    (February 27, 2014, Forbes)
  • Too Big to Fail Is Too Big to Ignore more >
    (February 24, 2014, Bloomberg View)
  • ISS Announces Governance QuickScore Revamp: Verify Your Company’s Data Now more >
    (January 28, 2014, Weil Alert)
  • Dispelling the Myths of Side A Directors and Officers Insurance more >
    (January 22, 2014, Securities Enforcement & Litigation Alert)
  • Dispelling the Myths of Side A Directors and Officers Insurance more >
    (January 22, 2014, The D&O Diary)
  • ISS Releases FAQs: New Defensive Bylaw May Lead to Negative Vote Recommendations in Director Elections more >
    (January 14, 2014, Weil Alert)
  • More than a Machine: ‘Robocop’ Stole Headlines, but the Financial Reporting and Audit Task Force is the Real Driver Behind the SEC's Refocus on Accounting Irregularities more >
    (January 14, 2014, The D&O Diary)
  • "Robocop" on the Beat: What the SEC's New Financial Reporting and AQM Initiative May Mean for Public Companies more >
    (December 6, 2013, The D&O Diary)
  • Heads Up for 2014 Proxy Season: Nasdaq Amends Compensation Committee Independence Requirements – Again more >
    (December 4, 2013, SEC Disclosure & Corporate Governance Alert)
  • Ira Millstein Discusses Activist Role Taken by Calpers, Other Large Pension Funds in Shareholder Disputes more >
    (November 28, 2013, The New York Times)
  • Heads Up for 2014 Proxy Season: ISS Updates Proxy Voting Policies, Requests Peer Group Changes by December 9 more >
    (November 27, 2013, Weil Alert)
  • Social Media and Regulation FD in a Post-Netflix World more >
    (November 6, 2013, Course Handbook for PLI’s 45th Annual Institute on Securities Regulation, Vol. 1, Ch. 12)
  • U.S. Comparison of Corporate Governance Principles and Guidelines more >
    (November 2013)
  • A Brief Introduction to What the Companies Act Means for Joint Stock Companies more >
    (October 22, 2013, New Civil Code Brief)
  • Judge Veasey Interviewed on Role of General Counsel: “Persuasive Counselor” and “Guardian Of Corporate Integrity” more >
    (October 22, 2013, The Metropolitan Corporate Counsel)
  • Weil’s Howard Dicker Discusses Limits on Pledging Shares of Company Stock more >
    (September 23, 2013, Agenda)
  • SEC Proposes CEO Pay Ratio Disclosure Rule more >
    (September 18, 2013, Weil Alert)
  • Reminder: Provide Your Input on ISS 2014 Policy Survey by September 13, 2013 more >
    (September 10, 2013, Weil Alert)
  • Ira Millstein on Need for Increased Disclosure of Contributions to Trade Associations more >
    (August 19, 2013, Directors & Boards)
  • Weil’s Craig Adas Quoted on New Securities Offerings Rule Allowing General Solicitation more >
    (August 15, 2013, Daily Journal)
  • Federal Appeals Court Concludes PE Funds are Potentially Liable for Pension Obligations of Portfolio Companies more >
    (August 7, 2013, Private Equity Alert)
  • Ira Millstein and Heath Tarbert Featured for Participation in Corporate Governance Forum at Columbia Law School more >
    (July 26, 2013, Columbia Law School)
  • Weil’s E. Norman Veasey Discusses Involvement with Cathedral Choir School of Delaware more >
    (July 26, 2013, The News Journal Wilmington, DE)
  • Court Upholds Conflict Minerals Disclosure Rule more >
    (July 24, 2013, Weil Alert)
  • Judge Veasey Talks About His Legal Career, the Importance of Professionalism and Singing in Wide-Ranging Interview more >
    (July 24, 2013, ABA Business Law Today)
  • Ira Millstein Quoted on Continuing Debate on Separating Chairman-CEO Rules more >
    (July 23, 2013, NACD Directorship)
  • Delaware Court Upholds Validity of Director-Adopted Forum Selection Bylaws more >
    (June 25, 2013, Weil Alert)
  • Corporate Governance 2013 – United States more >
    (June 19, 2013, Getting the Deal Through)
  • Governance Lessons from the Dimon Dust-Up more >
    (June 13, 2013, The Harvard Law School Forum on Corporate Governance and Financial Regulation)
  • New SEC Staff Guidance on Dodd-Frank Conflict Minerals and Resource Extraction Payment Disclosure Obligations more >
    (June 10, 2013, Weil Alert)
  • Securing the Director and Officers Liability Insurance Lifelines! What Every Director Needs to Know - Before Entering Troubled Waters more >
    (June 3, 2013, The D&O Diary)
  • A Separate Chairman? more >
    (May 17, 2013, The New York Times)
  • Paul Ferrillo Quoted on Impact of SEC’s Social Media Pronouncement more >
    (May 15, 2013, Forbes)
  • Weil’s Ira Millstein Quoted on Corporate ‘Separation of Powers’ more >
    (May 13, 2013, The New York Times DealBook)
  • M&A Representations and Warranties Insurance: What Every Buyer and Seller Needs to Know more >
    (April 15, 2013, Weil Alert)
  • SEC Confirms that Company Announcements of Key Information via Social Media Outlets Can Be Regulation FD-Compliant more >
    (April 12, 2013, Weil Alert)
  • Stop the Dominoes From Falling: Making Sure That One Affiliate’s Liabilities Do Not Bring Down the Whole Corporate Family more >
    (April 11, 2013, 35th Annual Corporate Counsel Institute)
  • Board of Director Composition and Function Requirements more >
    (March 21, 2013)
  • Act Now: Review ISS QuickScore and Verify Data Before Filing Proxy Statement more >
    (March 15, 2013, Weil Alert)
  • U.S. Comparison of Corporate Governance Guidelines and Codes of Best Practice more >
    (March 15, 2013)
  • Middle East Practice Brochure more >
    (March 1, 2013)
  • Re-examining Board Priorities in an Era of Activism more >
    (March 8, 2013, The New York Times DealBook)
  • In the Interests of Avoiding Further Federal “Quackery” more >
    (March 1, 2013, Texas Law Review)
  • Preserving Balance in Corporate Governance more >
    (March 1, 2013, Corporate Governance Advisor)
  • International Comparison of Selected Corporate Governance Guidelines and Codes of Best Practice more >
    (February 2013)
  • Periodic Regulatory Filings and Annual Compliance Obligations Applicable to Private Fund Sponsors more >
    (February 12, 2013, Private Equity Alert)
  • SEC’s Chief of Asset Management Unit Announces Increased Focus on Private Equity And Predicts More Enforcement Actions more >
    (February 7, 2013, Private Equity Alert)
  • A Baker’s Dozen of Challenges for the 2013 10-K and Proxy Season – and Beyond more >
    (February 4, 2013, Weil Alert)
  • ISS Launches New Governance QuickScore Product, Replacing GRId more >
    (January 30, 2013, Weil Alert)
  • New NYSE and Nasdaq Listing Standards on Independence of Compensation Committees and Their Advisers: It’s Time to Prepare more >
    (January 28, 2013, Weil Alert)
  • Preserving Balance in Corporate Governance more >
    (January 28, 2013, The Metropolitan Corporate Counsel)
  • Preserving Balance in Corporate Governance more >
    (January 18, 2013, Weil Alert)
  • Weil’s James Griffin Quoted on Rise in Shareholder Activism more >
    (January 9, 2013, Daily Journal)
  • Weil’s Dixon Quoted on New SEC Disclosure Guidance Regarding Iran, Syria Ties more >
    (January 8, 2013, Compliance Week)
  • Weil’s E. Norman Veasey in Q&A on CLO Role more >
    (January 3, 2013, Delaware Business Court Insider)
  • Disclosure of executive remuneration in the UK: recent developments and US comparison more >
    (January 1, 2013, Practical Law Company Multi-Jurisdictional Guide 2012/13: Corporate Governance and Directors’ Duties)
  • Heads Up for 2013 Proxy Season: Guidance for How to Address ISS & Glass Lewis Policy Changes more >
    (December 21, 2012, Weil Alert)
  • U.S. Comparison of Corporate Governance Guidelines and Codes of Best Practice more >
    (December 21, 2012)
  • Reminder: Notify ISS by December 21, 2012 of Peer Company Changes more >
    (December 13, 2012, Weil Alert)
  • SEC Issues Guidance on Disclosure Required for Activities with Iran more >
    (December 12, 2012, Weil Alert)
  • Heads Up for 2013 Proxy Season: Notify ISS by December 21, 2012 of Peer Company Changes more >
    (December 7, 2012, Weil Alert)
  • An IPO looms: Is it time to leave? more >
    (December 1, 2012, Directors & Boards)
  • Weil’s Ira Millstein Honored for Role in Revitalizing NY’s Central Park more >
    (November 14, 2012, New Yorkers for Parks)
  • Sir Adrian Cadbury more >
    (November 5, 2012, Financial Reporting Council)
  • General Counsel Buffeted by Compliance Demands and Client Pressures May Face Personal Peril more >
    (November 1, 2012, The Business Lawyer)
  • Lessons Learned: A Report from the Southern District’s September 2012 Symposium on Cyber-Threats to Corporate America more >
    (October 28, 2012, Thomson Reuters News & Insights)
  • Heads Up for 2013 Proxy Season: ISS Seeks Comment on Draft Proxy Voting Policies & SEC Releases Technical Guidance on Shareholder Proposals more >
    (October 18, 2012, Weil Alert)
  • UK’s Serious Fraud Office Updates Guidance on Aspects of Anti-Corruption Law and Practice more >
    (October 15, 2012, Anti-Corruption Enforcement)
  • The Dodd-Frank Act: Two Years Later more >
    (October 10, 2012, The Metropolitan Corporate Counsel)
  • U.S. Comparison of Corporate Governance Guidelines and Codes of Best Practice more >
    (September 25, 2012)
  • The Supreme Court’s Recent Focus on 10b-5 Cases more >
    (September 21, 2012, Harvard Law School Forum on Corporate Governance and Financial Regulation)
  • The 10b-5 Guide: A Survey of 2010-2011 Securities Fraud Litigation more >
    (September 2012, Weil, Gotshal and Manges LLP)
  • SEC Proposes Amendments to Rule 506 and Rule 144A to Permit General Solicitation in Private Offerings more >
    (September 11, 2012, Weil Alert)
  • D&O Insurance for IPOs: What Every Director Needs to Know more >
    (September 10, 2012, Westlaw Journal Corporate Officers & Directors Liability)
  • The PCAOB Promotes Auditor – Audit Committee Communication with a New Standard and New Guidance more >
    (September 10, 2012, SEC Disclosure and Corporate Governance)
  • As New Compensation Consultant Conflicts Disclosure Requirements Emerge, Compensation Committees (& Advisers) Also Brace for New Independence Standards more >
    (September 7, 2012, The Corporate Governance Advisor)
  • Board of Director Composition and Function Requirements more >
    (September 25, 2012)
  • Co-Authors, SEC Guidance on Use of Corporate Websites – Where Are We Four Years Later? more >
    (September 1, 2012, Course Handbook for Practising Law Institute’s 44th Annual Institute on Securities Regulation, Vol. 1, Chapter 11)
  • The Dodd-Frank Act – Two Years Later more >
    (July 19, 2012, Weil Alert)
  • Getting the Deal Through – Corporate Governance, United States more >
    (2012)
  • Dodd-Frank Update: SEC Requires Disclosure of Compensation Consultant Conflicts and Directs Stock Exchanges to Propose Independence Standards for Compensation Committees and Their Advisers more >
    (June 28, 2012, Weil Alert)
  • The Board's Role in M&A more >
    (May 18, 2012, NACD Directorship)
  • President Signs the JOBS Act more >
    (April 5, 2012, Weil Alert)
  • Financial Reporting Challenges for 2012 more >
    (February 2, 2012, The Conference Board)
  • Financial Reporting Challenges for 2012 more >
    (February 2, 2012, The Harvard Law School Forum on Corporate Governance and Financial Regulation)
  • Rebuilding Trust: The Corporate Governance Opportunity for 2012 more >
    (January 24, 2012, Harvard Law School Forum on Corporate Governance & Financial Regulation)
  • Financial Reporting Challenges for 2012 more >
    (January 17, 2012, Weil Alert)
  • A Fine Balancing Act more >
    (January 1, 2012, Tolley's Employment Law Letter)
  • U.S. Comparison of Corporate Governance Guidelines and Codes of Best Practice more >
    (January 2012)
  • ISS Announces New Version of its Governance Risk Indicators more >
    (December 20, 2011, Weil Alert)
  • ISS Issues Policy Updates for 2012 Proxy Season more >
    (November 22, 2011, Weil Alert)
  • Proxy Access Update: SEC Decides Not to Appeal But Companies May Receive Shareholder Proposals for 2012 Proxy Season more >
    (September 9, 2011, Weil Alert)
  • Dodd-Frank & Corporate Investigations: Should D&O Insurance Cover The Cost? more >
    (August 19, 2011, PropertyCasualty360)
  • Final Guidance Published Under the Bribery Act 2010: Full Implementation on 1 July 2011 more >
    (August 2, 2011, Weil Alert)
  • DC Circuit Invalidates Federal Proxy Access Rule: Where Might the SEC Go from Here? more >
    (July 27, 2011, Weil Alert)
  • Dodd-Frank One Year Later: What Non-US Companies Need to Know more >
    (July 21, 2011, Weil Alert)
  • Five Fundamentals to Maintain the Integrity of an Internal Investigation more >
    (May-June 2011, Employer Update)
  • Dodd-Frank Update: SEC Adopts Whistleblower Rules, Changing the Landscape for Corporate Compliance Programs and Enforcement more >
    (June 3, 2011, Weil Alert)
  • Board of Director Composition and Function Requirements more >
    (June 1, 2011)
  • The US Adopts New Whistleblower Rules more >
    (June 2011, Global Reference Guide: Governance & Executive Compensation 2011)
  • Auditor Independence in Public Offerings more >
    (Spring 2011, Finance Digest)
  • Dodd-Frank Act Update: SEC Proposes Rules Regarding Compensation Committees And Their Advisers more >
    (May 2011, Metropolitan Corporate Counsel)
  • Dodd-Frank Act Update: SEC Proposes Rules Regarding Compensation Committees and Their Advisers more >
    (April 4, 2011, Weil Alert)
  • The Changes Wrought by Executive Sessions more >
    (March 2011, 25for25: Observations on the Past, Present, and Future of Corporate Governance, Institutional Shareholder Services)
  • ILPA Private Equity Principles – The Sequel more >
    (February 2011, Private Equity Alert)
  • Financial Reporting Challenges for 2011 more >
    (February 9, 2011, Weil Alert)
  • SEC Implements Mandatory Say-on-Pay Advisory Votes for Executive Compensation more >
    (February 2, 2011, Weil Alert)
  • Getting the Deal Through more >
    (2011, 2010, 2009, Corporate Governance - United States)
  • Audit Committees: Regulation and Practice more >
    (2d Ed., 2009, 2010 and 2011 Supplements)
  • Chapter 6, Corporate Governance Guidelines for Board Practices and Procedures more >
    (2011, 2010, Corporate Governance: Law & Practice)
  • SEC Issues Proposed Regulation Implementing Dodd-Frank Whistleblower Bounty Provisions more >
    (November 12, 2010, Weil Alert)
  • SEC Issues Proposed Regulation Implementing Dodd-Frank Whistleblower Bounty Provisions more >
    (November 11, 2010, Financial Regulatory Reform Center)
  • Recent Trends in Post - IPO Arrangements for Sponsors and Co-Investors more >
    (Novemberr 10, 2010, VCExperts)
  • Another MD&A "Heads-Up" From the SEC: Short-Term Liquidity and Funding Risks more >
    (October 7, 2010, Weil Alert)
  • "Access" Likely Delayed Until After The 2011 Proxy Season more >
    (October 5, 2010, Weil Alert)
  • Challenges of the Next Proxy Season more >
    (October 1, 2010, Weil Briefing)
  • Broker Discretionary Voting on Executive Compensation Matters Eliminated more >
    (September 14, 2010, Weil Briefings)
  • The Dodd-Frank Act: The UK perspective more >
    (September 2010, Practical Law Company)
  • U.S. Comparison of Corporate Governance Guidelines and Codes of Best Practice more >
    (September 2010)
  • Finally, Governance Is Possible more >
    (August 30, 2010, Harvard Law School Forum on Corporate Governance and Financial Regulation)
  • SEC Adopts Mandatory Proxy Access for 2011 Proxy Season more >
    (August 27, 2010, Weil Briefing)
  • Challenges of the Next Proxy Season more >
    (July 22, 2010, Weil Briefing)
  • New Sentencing Guidelines for Corporate Defendants more >
    (July 15, 2010, The Harvard Law School Forum on Corporate Governance and Financial Regulation)
  • Delaware Court of Chancery Announces New Rules for Controlling more >
    (June 8, 2010, M&A Alert; July 1, 2010, Aspen Publishers Corporation)
  • Senate Passes Financial Stability Bill Calling for SEC Proxy Access Authority and Other Governance and Executive Compensation Reforms more >
    (May 24, 2010, Weil Briefing)
  • D&O Insurance in Bankruptcy Settings -- What Directors and Officers Really Need to Know more >
    (April 26, 2010, Westlaw Journal Corporate Officers & Directors Liability)
  • Congressional Watch: Senator Dodd Introduces Financial Stability Bill Calling for SEC Proxy Access Authority and Other Governance and Executive Compensation Reforms more >
    (March 19, 2010, Weil Briefings)
  • Climate Change Disclosure: Nothing New Under the Sun more >
    (February 24, 2010, Weil Briefing)
  • Challenges of the 2010 10-K and Proxy Season more >
    (December 30, 2009, Weil Briefing)
  • Ten Thoughts for Ordering Governance Relationships in 2010 more >
    (January 2010, Weil Briefings)
  • New Rules: SEC Approves Enhanced Compensation & Governance Disclosures for 2010 Proxy Season more >
    (December 17, 2009, Weil Briefings)
  • Congressional Watch: House Passes Sweeping Wall Street Reform Bill Including Governance Provisions on "Say-on-Pay," Compensation Committee Independence and S.E.C. Proxy Access Authority more >
    (December 14, 2009, Weil Briefings)
  • RiskMetrics/ISS Issues Policy Updates for 2010 Proxy Season more >
    (November 23, 2009, Weil Briefings)
  • SEC Staff Provides New Guidance on “Risk-Related” and “CEO Succession” Shareholder Proposals under Rule 14a-8 more >
    (October 29, 2009, Weil Briefing)
  • Overcoming Short-termism: A Call for a More Responsible Approach to Investment and Business Management more >
    (September 21, 2009, Weil Briefings)
  • New Shanghai Court Opinions Limit the Application of the Labor Contract Law more >
    (September 2009, China Law Bulletin, no. 16)
  • Task Force of the ABA Committee on Corporate Governance Issues Report on the Delineation of Governance Roles and Responsibilities more >
    (August 18, 2009, Report of the Task Force of the ABA Section of Business Law Corporate Governance Committee)
  • SEC Approves Rule Eliminating Broker Discretionary Voting for Directors more >
    (July 9, 2009, Weil Briefings)
  • SEC Proposes New Rule Mandating Proxy Access more >
    (June 23, 2009, Weil Briefing)
  • Congressional Watch: Corporate Governance Initiatives Emphasize Concerns Regarding Executive Compensation more >
    (June 19, 2009, Weil Briefings)
  • SEC Proposes New Rule Mandating Proxy Access more >
    (May 21, 2009, Weil Briefing)
  • Delaware Legislature Addresses Shareholder Access and Adopts Other Important Corporate Governance Provisions more >
    (April 15, 2009, Weil Briefing)
  • Board Challenges: Risk Oversight & Shareholder Relations more >
    (February 2009, The M&A Lawyer)
  • Challenges of the 2009 10-K and Proxy Season more >
    (January 22, 2009, Weil Briefing)
  • Chapter 8, Corporate Law more >
    (2009, 2008, Corporate Counsellor's Deskbook)
  • Recent SEC and FASB Guidance on Fair Value Measurement and Disclosure for this Quarter's Form 10-Q and Upcoming Form 10-K more >
    (November 5, 2008, Weil Briefing)
  • Exploring the Recent Wave of Fiduciary Duty Decisions more >
    (September/October 2008, Bankruptcy Bulletin)
  • New SEC and FASB Guidance on Fair Value Measurement and Disclosure for this Quarter’s Form 10-Q more >
    (October 08, 2008, Weil Briefings)
  • The SEC Adopts Amendments to Foreign Private Issuer Registration and Disclosure Requirements, Including Those Relating to Cross-Border Mergers, Tender and Exchange Offers and Rights Offerings more >
    (September 2, 2008, Weil Briefings)
  • Director Independence Tests Revised By NYSE, NASDAQ and AMEX: More Directors Could Be Independent more >
    (August 26, 2008, Weil Briefings)
  • Delaware Supreme Court Addresses Validity of Shareholder Bylaws: Answering Some Questions and Raising Others more >
    (July 21, 2008, Weil Gotshal Briefings)
  • FASB Proposes Expanded Disclosure About Litigation and Certain Other Loss Contingencies more >
    (June 12, 2008, Weil Gotshal Briefing)
  • SEC Staff Publishes Updated Form 8-K Guidance more >
    (May 23, 2008, Weil Gotshal Briefings)
  • XBRL Coming Soon - Phase-In Proposed to Start in Early 2009 more >
    (May 19, 2008, Weil Briefing)
  • Rethinking Board and Shareholder Engagement in 2008 more >
    (January 2008, Corporate Governance Advisory Memo)
  • Using the OECD Principles of Corporate Governance more >
    (June 2008)
  • SEC Amends Proxy Rules to Clarify Shareholder Access, Facilitate Shareholder Electronic Forums more >
    (November 2007, Briefings)
  • Governing Principles more >
    (November/December 2007, Dealmaker)
  • The 10b-5 Guide: A Survey of 2006 Securities Fraud Litigation more >
    (April 2007, Weil, Gotshal and Manges LLP)
  • Import Regulation: Customs Compliance and Trade Regulation more >
    (2007, The Corporate Counsellors' Deskbook, Chapter, Aspen Publishers)
  • Legal Issues Relating to the Shareholding of a Private Investor in Public Credit Institutions more >
    (2007, ALM)
  • The New Stage of Corporate Governance Litigation: Section 220 Demands - Reprise more >
    (2006, 28 Cardozo Law Review 1287)
  • The SEC's New Disclosure Requirements Explained more >
    (October 2006 (corporate governance supplement), International Financial Law Review)
  • Back To The Drawing Board: D.C. Court of Appeals Thwarts The SEC’s Attempt To Regulate Hedge Funds more >
    (July/August 2006, Bus. & Sec. Litigator)
  • Hold It Right There!: Supreme Court to Decide Fate Of ‘Holder’ Claims Under SLUSA more >
    (July/August 2006, Business & Securities Litigator)
  • 2005 Securities Litigation Survey more >
    (April 2006, )
  • Avoiding Extra-Contractual Fraud Claims in Portfolio Company Sales Transactions - Is “Walk-Away” Deal Certainty Achievable for the Seller? more >
    (March 2006, Private Equity Alert)
  • Avoiding Extra-Contractual Fraud Claims in Portfolio Company Sales Transactions - Is “Walk-Away” Deal Certainty Achievable for the Seller? more >
    (March 2006, Private Equity Alert)
  • 2005 Securities Litigation Survey more >
    (2005)
  • Fiduciary Duties of Directors of Financially Troubled Corporations more >
    (2006, 1999, Reorganizing Failing Businesses - A Comprehensive Review and Analysis of Financial Restructuring and Business Reorganization (American Bar Association); 1993, Corporate Turnarounds And Restructuring: Out-Of-Court And In Bankruptcy (Euromoney Publications))
  • Sinners Who Find Religion: Advancement of Litigation Expenses to Corporate Officials Accused of Wrongdoing more >
    (2006, 25 Rev. of Litig. 251)
  • Six Priorities for Boards in 2006 more >
    (January 2006, Public Company Materials)
  • Disney Decision Refuses to Assess Director Liability and Provides Guidance to Directors more >
    (November/December 2005, Corporate Governance Advisor)
  • Disney Decision Refuses to Assess Director Liability and Provides Guidance to Directors more >
    (November 15, 2005, Aspen Publishers Corporation Report Bulletin; November/December 2005, Corporate Governance Advisor)
  • ISS' Role in Corporate Governance Standard-Setting more >
    (October 19, 2005, Annual Conference of Institutional Shareholder Services)
  • Siebel Systems: A Speed Bump for the SEC on the Road to Regulation FD Enforcement? more >
    (Fall 2005, ABSA Securities Law Reporter)
  • Corporations more >
    (Volume 58, No. 3 Summer 2005, SMU Law Review)
  • Some Thoughts On Director Protection In Light Of The WorldCom And Enron Settlements; Suggestions for Directors more >
    (June 2005, Metropolitan Corporate Counsel)
  • Mastering Corporate Governance, Part 2: When Earnings Management Becomes Cooking the Books - The Line Between Legitimate and Inappropriate Accounting Techniques Can Be a Blurry One, but the Audit Committee Must Endeavor to Make a Clear Distinction. more >
    (May 27, 2005, Finanical Times)
  • What Happened in Delaware Corporate Law and Governance from 1992 - 2004? A Retrospective on Some Key Developments more >
    (May 2005, University of Pennsylvania Law Review)
  • The New Stage of Corporate Governance Litigation: Section 220 Demands more >
    (March 2005, Cardozo Law Review)
  • Corporate Governance - China more >
    (2005, Getting the Deal Through)
  • Corporate Governance - Czech Republic more >
    (2005, Getting the Deal Through)
  • Corporate Governance - Hungary more >
    (2005, Getting the Deal Through)
  • Corporate Governance - Poland more >
    (2005, Getting the Deal Through)
  • A Perspective on Liability Risks to Directors in Light of Current Events more >
    (01/19/2005, Speech - Annual Audit Committee Issues Conference)
  • Executive Compensation and Corporate Governance more >
    (2005, A Practical Guide to SEC Proxy and Compensation Rules, 3rd Edition, 2005 Supplement )
  • Juxtaposing Best Practices and Delaware Corporate Jurisprudence more >
    (October 14, 2004, Speech - Second Annual Directors' Institute on Corporate Governance - Practicing Law Institute)
  • Supreme Court Expands The Role of U.S. Courts in Foreign Discovery Proceedings more >
    (October 2004; Spring 2005, 16 Bus. & Sec. Litigator 1 (October 2004); 1 NYU Journal of Law & Business 551 (Spring 2005))
  • Court Finds No D & O Coverage - For Any Director - Due to Personal Benefit Gained by Majority Shareholder by Obtaining Funds for Corporation more >
    (September 1, 2004, Aspen Publishers Corporation Bulletin)
  • Disclosure of Merger Negotiations: New Rules in Delaware more >
    (August 16, 2004, New York Law Journal)
  • Musings From the Center of the Corporate Universe more >
    (August 9, 2004, Speech - American Bar Association Annual Meeting, Section of Business Law Luncheon)
  • Counseling Directors in the New Corporate Culture more >
    (August 2004, The Business Lawyer (Vol. 59, No. 4))
  • Separate and Continuing Counsel for Independent Directors: An Idea Whose Time Has Not Come as a General Practice more >
    (August 2004, The Business Lawyer ( Vol. 59, No. 4))
  • Corporations more >
    (Volume 57, No. 3 Summer 2004, SMU Law Review)
  • Juxtaposing Best Practices and Delaware Corporate Jurisprudence more >
    (May 4, 2004, Speech - J.L. Kellogg School of Management, 2004 Corporate Governance Conference)
  • Supreme Court To Decide Scope Of Domestic Discovery For Use In Foreign Proceedings more >
    (April 2004, 15 Bus. & Sec. Litigator 1)
  • Second Circuit Primer on Securities Litigation Re-emphasizes Stringent PSLRA and Other Pleading Requirements more >
    (March/April 2004, Corporate Governance Advisor)
  • IPO Spinning as a Usurpation of a Corporate Opportunity Claim more >
    (March 2004, Insights: The Corporate and Securities Law Advisor)
  • Recent Decisions Narrowly Construe the Application of the New Statute of Limitations Provision of Sarbanes-Oxley more >
    (February 2, 2004, Corporation)
  • Shareholder Derivative Litigation in New York After "Bansbach" more >
    (January 29, 2004, New York Law Journal)
  • Citations Editor more >
    (7th ed. 1999, Black’s Law Dictionary)
  • Practitioner Contributor more >
    (8th ed. 2004, Black’s Law Dictionary)
  • Spot On: London Office Highlights more >
    (2004)
  • Adjusting the Machine: Directions for Corporate Governance more >
    (Fall 2003, Institutional Investor -- Corporate Governance: A Guide To Corporate Accountability)
  • The Second Circuit Confirms That Under The “Wagoner Trilogy” A Bankruptcy Trustee Lacks Standing To Sue Outside Professionals - And Rejects An “Innocent Directors ‘Would-A’ Done Something” Exception more >
    (September 2003, 14 Bus. & Sec. Litigator 1)
  • Chapter: Corporate Governance Reform: Learining From Our Mistakes more >
    (2003, Corporate Governance & Capital Flows in a Global Economy)
  • Passing the Buck: Cost-Shifting in Electronic Discovery Under the Federal Rules of Civil Procedure more >
    (August 2003; October 2003; November 2003, 14 Bus. & Sec. Litigator 1 (August 2003); 11 Metropolitan Corporate Counsel 10 (October 2003); Federal Lawyer (November/December 2003))
  • Sarbanes-Oxley Act Applied Retroactively more >
    (July 2003, Global Counsel)
  • Spinning the Client’s Story: Does Using Public Relations Consultants Waive Privilege? more >
    (July 2003, Business & Securities Litigator)
  • A Self-Correcting Course for Governance more >
    (Spring 2003, Directors & Boards)
  • Corporate Governance in 22 Jurisdictions Worldwide -- Chapter 6 Czech Republic more >
    (2003, Global Competition Review)
  • New Audit Committee Standards for Companies Whose Securities Trade in the U.S. more >
    (June 2003, Corporate Law Practice in the Wake of the Sarbanes-Oxley Act and Recent SEC Regulations, N.Y.S.B.A.)
  • Supreme Court Issues Marching Orders For Punitive Damages Awards more >
    (May 2003; June 2003, 14 Bus. & Sec. Litigator 1 (May 2003); Federal Lawyer 40 (June 2003))
  • Indemnity for Negligence more >
    (March 2003, Global Counsel)
  • Director Liability Warnings From Delaware more >
    (February 2003, Metropolitan Corporate Counsel)
  • The Recurrent Crisis in Corporate Governance more >
    (2003/2004, Palgrave, 2003; paperback by Stanford University Press, August 2004)
  • The Whistleblower Provisions of the Sarbanes-Oxley Act more >
    (December 2, 2002, New York Law Journal)
  • Avoiding the Regulatory Hammer Recent SEC Decisions Reward and Punish Corporations Depending on Level of Cooperation more >
    (November 18, 2002, New York Law Journal)
  • Delaware Supreme Court Reviews Rules Governing Corporate Opportunity Doctrine, Director Independence and Director Compensation Claims more >
    (November 15, 2002, Aspen Publishers Corporation Bulletin)
  • New Rules for Corporate Governance more >
    (November 2, 2002, LegaMedia)
  • Books and Records Actions: New Developments Might Spur Litigation and Activism more >
    (November/December 2002, Corporate Governance Advisor)
  • Sarbanes-Oxley Act: Additional Pressures on Companies in Chapter 11 more >
    (November 2002, Global Counsel)
  • Auditing The Auditors: The Sarbanes-Oxley Act Of 2002 more >
    (September 2002, 13 Bus. & Sec. Litigator 1)
  • Fees on Fees: Another Look more >
    (August 2002, Insights: The Corporate and Securities Law Advisor)
  • Directors Beware: Statutory D&O Indemnification Obligations Do Not Include Fees on Fees more >
    (July 2002, Insights: The Corporate and Securities Law Advisor)
  • Privatisation and Public Private Partnership - Czech Republic - Legal Aspects more >
    (2002/2003, Euromoney)
  • Delaware Court States Standard for Aiding and Abetting Breach of Fiduciary Duty Claims more >
    (May 15, 2002, Aspen Publishers Corporate Bulletin)
  • The Environmentalist's Role in Globalization - Another View more >
    (April 18, 2002, Speech - Coalition for Environmentally Responsible Economics (CERES) Conference.)
  • Eight Circuit Overturns Decision Applying the Crime-Fraud Exception to Federal Securities Law Disclosure Advice more >
    (March 2002, Business & Securities Litigator)
  • The SEC’s Seaboard 21(a) Report And Real-Time Enforcement more >
    (March 2002, Business & Securities Litigator)
  • The Role and Independence of Public Company Boards, the Professionals Upon Whose Advice They Must Rely and the Role of Compensation more >
    (February 27, 2002, Speech - Testimony Before the Senate Committee on Banking, Housing, and Urban Development)
  • Default Interest - Restructuring: Cross-Border Strategies more >
    (February 2002, Global Counsel)
  • Director Protection Statutes After Malpiede & Emerald Partners more >
    (February 2002, Insights: The Corporate and Securities Law Advisor)
  • Disclosing Client Misconduct: An Ethical Analysis more >
    (January 2002, Business & Securities Litigator, Vol. 13, No. 1)
  • Enhanced Cooperation Between Courts in Cross-Border Cases more >
    (December/January 2001/02, Global Counsel)
  • Second Circuit Denies Writ of Mandamus Seeking to Vacate Order Requiring Deposition of Counsel Regarding Legal Advice to Board more >
    (December 17, 2001, Aspen Publishers Corporate Bulletin)
  • Remarks to the Council on Foreign Relations, Roundtable on Corporate Governance more >
    (October 11, 2001, Speech - Council on Foreign Relations)
  • Letters to the Editor - Fanatics Breed From Poverty and Oppression. more >
    (October 3, 2001, Financial Times)
  • Viertes Finanzmarktförderungsgesetz more >
    (September 11, 2001, Frankfurter Allegemeine Zeitung Sonderbeilage)
  • Courts Make Waves In The Private Securities Litigation Reform Act's "Safe Harbor" more >
    (June 2001; July 16, 2001, 12 Bus. & Sec. Litigator 1 (June 2001); LXXII Aspen Law & Business 14 (July 16, 2001))
  • City Can't Afford to Be Stingy With Parks more >
    (April 22, 2001, Daily News)
  • The Role of Boards and Stakeholders in Corporate Governance more >
    (April 4, 2001, Speech - Keynote Address, The Third Asian Roundtable on Corporate Governance)
  • Federal Court Decision Casts Doubt on Special Deals Tied to Tender Offers more >
    (March 2001, Insights)
  • Shareholder Initiatives: Proposals and Solicitations more >
    (March 2001, (Fifth ed.) in Securities Law Techniques (Ch. 53))
  • Shareholder Initiatives: Proposals and Solicitations (Ch. 53) more >
    (March 2001, Securities Law Techniques (fifth ed.) (6th ed. forthcoming), Matthew Bender )
  • Board Review of Third-Party Merger Proposed by Controlling Shareholder more >
    (February 2001, Insights: The Corporate and Securities Law Advisor)
  • The Requirements on the Report of the Supervisory Board in the Post Formation Acquisition Procedure - An Interpretation of the New Section 52 German Stock Corporation Act Pursuant to NaStraG) more >
    (2001, Die Aktiengesellschaft )
  • What American Corporations Operating in Poland Should Know About the Foreign Corrupt Practices Act more >
    (December 2000, American Investor)
  • Selective Disclosure After the SEC's Regulation FD more >
    (August 31, 2000, New York Law Journal)
  • United Kingdom - Corporate Governance more >
    (July 2000, International Financial Law Review)
  • United States - Corporate Governance more >
    (July 2000, International Financial Law Review)
  • Corporate Governance: The Role of Market Forces more >
    (Summer 2000, OECD Observer)
  • Trouble - A Factor in Selecting Directors more >
    (June 2000, Directors Monthly)
  • Shareholder Ratification more >
    (May 1, 2000, Aspen Law & Business Corporation Bulletin)
  • Talking About Talk: No Talk and Fiduciary Out Provisions in Delaware After Phelps Dodge, Capital Re and IXC more >
    (January/February 2000, Corporate Governance Advisor)
  • Courts Are Taking The Bite Out Of The PSLRA's Rule 11 Provisions more >
    (October 1999, 10 Bus. & Sec. Litigator 1)
  • Apple Computer Decision Explores Numerous Corporate Governance Issues more >
    (June 15, 1999, Aspen Law & Business Corporation Bulletin)
  • Director Protection Statutes After Malpiede and Emerald Partners more >
    (June 1999, Insights: The Corporate and Securities Law Advisor)
  • A Vision of a Virtue more >
    (Spring 1999, Hermes)
  • Delaware Supreme Court Kills "Dead Hand" Poison Pill Rights Plans more >
    (January 14, 1999, New York Law Journal)
  • Corporate Governance Reform in Asia more >
    (January/February 1999, Corporate Governance Advisor)
  • Indemnification and Insurance of Corporate Officials more >
    (1999, Corporate Counselors Deskbook (4th ed.))
  • Year 2000 Bank Director Liability Issues: State Law Breach of Fiduciary Duty and Mismanagement Claims more >
    (1999, Year 2000 Liability Prevention & Litigation Manual (Bowne); 1998, 1999 The Year 2000 Legal Guide (Bowne))
  • Year 2000 Director Liability Issues more >
    (1999, Y2K Legal Best Practices Manual (American Management Association))
  • Court Refuses to Overrule Disney's Severance Package - I more >
    (December 1998, Directorship)
  • Books and Records Actions As A Prelude To Shareholder Derivative Litigation more >
    (November 1998, Insights: The Corporate and Securities Law Advisor)
  • Courts Weigh Causation Requirement in SEC's Insider Trading Cases more >
    (October 21, 1998, New York Law Journal)
  • Delaware Supreme Court Addresses Indemnification Issues more >
    (October 1, 1998, Aspen Law & Business Corporation Bulletin)
  • Year 2000 Director Liability Issues more >
    (Fall 1998, New York Business Law Journal)
  • SEC Details Disclosure Requirements for Year 2000 Consequences more >
    (August 11, 1998, New York Law Journal)
  • Connectivity and Control in the Year 2000 and Beyond more >
    (July-August 1998, 6 Harvard Business Review No. 4, at 148, 164-66)
  • Corporate Governance and Global Markets: The OECD Business Sector Advisory Group Report more >
    (June 1998, Metropolitan Corporate Counsel)
  • Corporate Governance Issues in a Unique Context more >
    (May/June 1998, Corporate Governance Advisor)
  • The Active Board of Directors and Performance of the Large Publicly Traded Corporation more >
    (June 1998, Columbia Law Review)
  • Recent Cases Illustrate Risks of Mandatory Advancement Provisions more >
    (March/April 1998, Corporate Governance Advisor)
  • Corporate Principles Compared more >
    (February 1998, Directors Monthly)
  • Nevada Court Upholds Delay of ITT Annual Meeting But Enjoins Restructuring Plan more >
    (January/February 1998, The Corporate Governance Advisor)
  • Year 2000 Director Liability Issues, Part I more >
    (January 13, 1998, New York Law Journal)
  • The Lawyer-Director: Implications for Independence more >
    (1998, ABA Section of Litigation (Report of the Task Force on the Independent Lawyer))
  • Delaware Supreme Court Addresses Controlling Shareholder Transactions and Special Committees more >
    (October 1997, The M & A Lawyer)
  • Derivative Litigation In New York After Marx v. Akers more >
    (Fall 1997, New York Business Law Journal)
  • Corporate Law: The Standards By Which A Board Of Directors’ Conduct is Measured When a Leveraged Buyout Fails were the Subject of a Unique Case in Massachusetts more >
    (August 18, 1997, National Law Journal)
  • Termination Provisions After Bell Atlantic more >
    (August 1997, Insights: The Corporate & Securities Law Advisor)
  • Attorneys’ Fee Awards in Shareholder Class Actions That Become Moot more >
    (July 1, 1997, Aspen Law & Business Corporation Bulletin)
  • Director’s Duty of Care more >
    (July 1, 1997, Aspen Law & Business Corporation Bulletin)
  • The Liability of Bank Directors After Atherton more >
    (May/June 1997, The Corporate Governance Advisor)
  • The Responsible Board more >
    (February 1997, Business Lawyer)
  • Issues Arising Out of Independent Investigations of Alleged Corporate Wrongdoing more >
    (January 19, 1997, Aspen Law & Business Corporation Bulletin)
  • Preventing and Handling Crises Involving Lawyer Conduct Issues more >
    (1997, Litigating Complex Cases: From The Inside Out (R. Rothman ed.))
  • Recent Developments in Securities Class Actions more >
    (September 1997, Litigation and Resolution of Complex Class Actions (Glasser LegalWorks))
  • Supreme Court Grants Certiorari to Resolve FIRREA Director Liability Issues more >
    (Fall 1996, National Law Journal Corporate Counsel Outlook Issue)
  • New York Court of Appeals Sets Rules for Fair Value Determinations in Appraisal Proceedings more >
    (July 1, 1996, Aspen Law & Business Corporation Bulletin)
  • Securities Law: Around The Country, Parties Are Litigating The Issue of Whether a Provision of the 1995 Private Securities Litigation Reform Act Amending RICO is Retroactive more >
    (July 1, 1996, National Law Journal)
  • Delaware Court of Chancery Rejects Challenge to Archer-Daniels-Midland Director Election more >
    (June 1996, Insights: The Corporate & Securities Law Advisor)
  • Derivative Litigation in New York After ‘Marx’ more >
    (May 9, 1996, New York Law Journal)
  • Director Stock Option Plan Invalidated more >
    (March 1, 1996, Prentice Hall/Aspen Law & Business Corporation Bulletin)
  • Pre-Litigation Demand Requirement in Derivative Litigation more >
    (February 2, 1996, New York Law Journal)
  • Defendants' Approach to Motions to Dismiss and Motions to Stay Discovery in Class Action Suits Under the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 more >
    (January 1996, Class And Derivative Litigation in the Reform Era (Glasser LegalWorks))
  • Waiver of Attorney Client Privilege and Work Product Protection By Disclosure to Government Agencies more >
    (January 1996, Class And Derivative Litigation in the Reform Era (Glasser LegalWorks Seminars - Sixth Annual Institute))
  • Delaware Court of Chancery Addresses Shareholder Ratification Issues more >
    (October 1995, Insights: The Corporate & Securities Law Advisor)
  • Derivative Litigation on Behalf of Limited Partnerships more >
    (October 1995, Insights: The Corporate & Securities Law Advisor)
  • Update on the Duty to Correct and Duty to Update more >
    (September 1995, Insights: The Corporation Securities Law Advisor)
  • The Professional Board more >
    (August 1995, Business Lawyer)
  • Delaware Court Rejects 'Potential Conflict' Claims Involving Interlocking Directors more >
    (June 1, 1995, Prentice Hall/Aspen Law & Business Corporation Bulletin)
  • The Attorney-Client Privilege Following A Change Of Control more >
    (November 1994, Insights: The Corporate Securities Law Advisor)
  • CERBCO Litigation Addresses Controlling Shareholder Duties more >
    (September 1, 1994, Prentice Hall Law & Business Corporation Bulletin)
  • Steinhardt and Leslie Fay Courts Find Work Product Privilege Waivers in Voluntary Disclosures to SEC more >
    (May 16, 1994, Prentice Hall Law & Business Corporation Bulletin)
  • European Union and Budgetary Autonomy of the German 'Länder'- Budgetary Discipline in the Frame of European Economic and Monetary Union (Art. 104c TEC) and Their National Realization in Germany more >
    (1994, Würzburg)
  • The Evolution of the Certifying Board more >
    (August 1993, Business Lawyer)
  • Corporate Governance in Chapter 11: The Fiduciary Relationship Between Directors and Stockholders of Solvent and Insolvent Corporations more >
    (23 Seton Hall L. Rev 1467)
  • Derivative Litigation: Current Law Versus the American Law Institute more >
    (1993, 48 Bus. Law. 1443)
  • Model Rule of Professional Conduct 5.7: Its Origin and Interpretation more >
    (Spring 1992, The Georgetown Journal of Legal Ethics 739)
  • Evolving Standards of Judicial Review of Procedural Defenses in Proxy Contests more >
    (February 1992, 47 The Business Lawyer 647)
  • Chancellor Allen, the Business Judgment Rule, and the Shareholders’ Right to Decide more >
    (1992, 17 Del. J. Corp. L. 785)
  • Recent Developments in Class Actions: Attorneys' Fees, Partial Settlements and Awards to Named Plaintiffs more >
    (Spring 1992, Current Problems in Federal Civil Practice - 1992 (PLI) )
  • A Post-Polaroid Snapshot of the Duty to Correct Disclosure more >
    (1991, 1991 Colum. Bus. L. Rev. 139)
  • The Battle for Corporate Control: Shareholder Rights, Stakeholder Interests, and Managerial Responsibility more >
    (1991, New York University)
  • The Role of the Business Judgment Rule In Shareholder Litigation At The Turn Of The Decade more >
    (1990, 45 Bus. Law. 469)
  • Special Committee May Ameliorate Conflict of Interest more >
    (June 5, 1989, New York Law Journal Page 37, Col. 1 )
  • Conflicts of Interest and Ethical Issues for the Inside and Outside Counsel more >
    (1989, The Corporate Litigator)
  • Can the Board of Directors Help the American Corporation Earn the Immortality It Holds so Dear? in The U.S. Business Corporation: An Institution in Transition more >
    (1988, Ballinger Publishing Co.)
  • The Director’s Duty of Care Three Years After Smith v. Van Gorkom more >
    (1988, 39 Hastings L.J. 707)
  • The Business Judgment Rule: Fiduciary Duties of Corporate Directors more >
    (1987, Aspen Law & Business)
  • Conflicts of Interest and Ethical Issues for the Inside and Outside Counsel more >
    (February 1985, The Business Lawyer)
  • Indemnification and Insurance of Corporate Officials more >
    (1985, 13 Sec. Reg. L.J. 239)
  • The Impact of the Modern Corporation more >
    (1984, Columbia University Press)
  • Corporate Criminal Liability for Employee-Endangering Activities more >
    (1983, 18 Colum. J.L. & Soc. Probs. 39)
  • The Limits of Corporate Power more >
    (1981, MacMillan)
  • New Battles In The 'Class Struggle' - The Federal Courts Reexamine The Securities Class Action more >
    (January 1979, 34 The Business Lawyer 455 )
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