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Company & Commercial

15 July 2019
Eugenio Vaccari Business judgement rule and liability of non-executive directors

Italy - Grieco e Associati

Italian corporate law establishes the liability of members of the board of directors of joint stock companies depending on whether they are chief executive officers or executive directors or independent and non-executive directors. Recent Supreme Court of Cassation and Milan Court of Appeal decisions focused on the liability of non-executive directors by affirming that they must be proactive and fulfil their duty to be as informed as possible to ensure a suitable standard of corporate governance.

Author: Eugenio Vaccari
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ISS takes early look at 2019 proxy season

USA - Cooley LLP

With 70% of the Russell 3000 annual meetings completed, Institutional Shareholder Services (ISS) has taken an early look at the 2019 proxy season. ISS found increases in opposition to director elections and say-on-pay proposals, as well as increases in the number of and withdrawal rates for environmental and social (E&S) proposals relative to governance proposals. In addition, the disparity between the levels of support for E&S proposals and the historically more popular governance proposals has narrowed dramatically.

Author: Cydney Posner
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Recent updates

Is there a business case for environmental social governance?

USA - Cooley LLP

Author: Cydney Posner
Mirosław Cejmer Special rules of representation for limited liability companies

Poland - Kubas Kos Gałkowski

Authors: Mirosław Cejmer, Patrycja Nowakowska
Alvin Tang Caveat venditor – has the pendulum swung too far?

Malaysia - Bodipalar Ponnudurai De Silva

Authors: Alvin Tang, Teo Ju-li
Rachele Vacca de Dominicis Supreme Court of Cassation examines CEO duties of fairness and transparency

Italy - Grieco e Associati

Author: Rachele Vacca de Dominicis
Michael Hanson Privy Council clarifies Bermuda's '60/40 rule'

Bermuda - Carey Olsen Bermuda

Authors: Michael Hanson, Mary V Ward, Henry Tucker, Gavin Woods
Christopher Jünger Say on pay and related party transactions: implementation of EU Shareholder Rights Directive II

Austria - Schoenherr

Authors: Christopher Jünger, Leon Scheicher