LEGAL
Corporate social responsibility
The power and influence of companies in relation to government power, as well as public concerns about the responsible use of corporate power, continue to increase pressures on companies to satisfy not only legal obligations, but also evolving societal expectations about what it means to be a responsible corporate citizen. To respond effectively to these pressures, many U.S. companies have increased their level of attention to corporate social responsibility (CSR) issues.
Read more
Employers must have reasonable basis for requiring confidentiality of internal investigations
Before your company begins any internal investigation, you must consider how information uncovered during the investigation is to be preserved in confidence. Of course, some of the information collected during the investigation may already be eligible for protection under some form of confidentiality or nondisclosure agreement. The confidentiality of internal investigation materials may also be eligible for protection under the attorney-client, work-product or self-evaluation privileges.
Read more
Through(out) the looking-glass: Proving eligibility to submit a shareholder proposal under SEC rule 14a-8(b)
The share ownership requirements of subsection (b) of '34 Act Rule 14a-8 have, historically, been a reliable method for barring shareholder proposals from company proxy materials. Our analysis of this season's no-action requests demonstrates that, despite instability in the law, 14a-8(b) remains among the most common and successful grounds for excluding shareholder proposals.
Read more
In Brad Lerman's submarine
"An outside counsel sometimes believes that the lawyers are the most important thing handling the most important things to any company's success," says Brad Lerman, general counsel and corporate secretary of Fannie Mae. "The in-house lawyer gets a different perspective. The ability to marshal resources and get the right decision-makers and understand the risk and the ramifications of options and then make the right strategic choice – that's the skill of the in-house lawyer."
Read more
SCOTUS poised to resolve circuit split on vesting of retiree healthcare benefits in collective bargaining agreements
Earlier this month the Court granted certiorari in a case that could have significant implications nationwide. The case is M&G Polymers USA, LLC v. Tackett, and it pertains to the vesting (that is, the indefinite continuance) of retiree healthcare benefits as part of collective bargaining agreements.
Read more
Board crisis preparation and management; autodialed and prerecorded calls; survival of arbitration clauses
How does your board prepare for a public relations nightmare? Learn from the recent issues Mozilla faced. Plus what autodialed calls you need to have prior consent for and how an arbitration clause can survive even after a contract has expired.
Read more
Top ten energy & environmental claims: A mostly-common-law menu
In-house counsel should not consider enforcement by the EPA or DOJ their only litigation risk in environmental and energy law. More environmental groups and even corporations filing civil suits are turning to novel and what's-old-is-new-again theories. And preemption has created uncertainty for some tort-based claims. Here are 10 legal theories in-house counsel should familiarize themselves with before they must defend against them.
Read more
-->
