08/06/2010 - Should I Take Personal Notes in Board Meetings?
Idle jottings, doodles, and vague notes taken during corporate board meetings can sabotage defenses against even the most specious claims raised in subsequent litigation.

08/04/2010 - The Impact of Dodd-Frank on Public Companies
Haynes and Boone has prepared a summary of significant provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act that may have consequences for public companies and their officers and directors, as well as related entities, along with commentary on those provisions.

04/26/2010 - Developments involving shareholder access and proxy statement disclosure
The US Securities and Exchange Commission (SEC) has called the recent, and continuing, recession ‘one of the most serious economic crises of the past century’. The actions taken by many com - panies leading up to the economic crisis raised serious doubts among investors regarding the accountability and responsiveness of corporate management to the interests of shareholders.

03/30/2010 - Board of Directors Guide 2010
The current difficult business environment poses many challenges to boards of directors. This outline is intended to assist board members in understanding the proper role and functioning of the board in the new political and regulatory environment in which we live.

03/03/2010 - Guide to SEC Reporting Changes (Revised)
Since the start of 2009, there have been material changes to the form and content of periodic reports and proxy statements. This memorandum outlines the changes in the federal securities laws and New York Stock Exchange (“NYSE”) rules since January 2009 that impact the form and content of 2009 Forms 10-K and 2010 proxy statements for domestic issuers subject to Regulation S-K.

10/01/2009 - Software Licenses: Permission vs. Forgiveness and the Law of Unintended Consequences
In a case that may prove to be as serendipitous for struggling software companies as anything else, the United States Court of Appeals for the Sixth Circuit wrote another chapter in the law of unintended consequences with its ruling in Cincom Systems, Inc. v. Novelis Corp. (published September 25, 2009 pursuant to Sixth Circuit Rule 206: File Name: 09a0346p.06).

07/09/2009 - SEC Proposes Rule Amendments to Facilitate Rights of Shareholders to Nominate Directors
On June 10, 2009, the U.S. Securities and Exchange Commission (the “SEC”) proposed a series of amendments to rules promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) to facilitate shareholders’ rights to nominate directors.

02/12/2009 - SEC Mandates Interactive Data Financial Reporting
The Securities and Exchange Commission (SEC) issued rules that will require most public companies to file financial statements with the SEC in eXtensible Business Reporting Language (XBRL). Interactive data in XBRL format permits users of financial information to automatically download financial data directly into documents and analytical tools.

10/01/2007 - Making Board Minutes Count
Reprinted from Directors Monthly with permission of the publisher.

11/28/2005 - 2006 ISS U.S. Corporate Governance Policy Updates

The Ins and Outs of Audit Committees in the Post-Enron Era
25th Annual Conference On Securities Regulation and Business Law Problems, Dallas, Texas

Corporate Governance, Ethical Conduct and Public Disclosures in the Post-Enron Era
25th Annual Conference On Securities Regulation and Business Law Problems, Dallas, Texas

Breaking Bad News to the Public
22nd Annual Conference on Securities Regulation and Business Law Problems

Ten Pitfalls to Avoid in Corporate Acquisitions: A Practical Guide for Corporate Counsel
20th Annual Corporate Counsel Institute