by Jonathan Foster | Feb 15, 2021 | Blog, Jonathan F. Foster
The complexity and legal implications of an M&A agreement are such that any material conflicts should be avoided for all parties. It falls to a board of directors to evaluate and negotiate transactions as part of its fiduciary duties to a company. To that end, a...
by Jonathan Foster | Jan 15, 2021 | Blog, Jonathan F. Foster
In the period between the execution of definitive documentation for an acquisition and the intended closing, it is important to be aware of the “ordinary course” covenant often included in purchase agreements. The ordinary course covenant, sometimes called...
by Jonathan Foster | Dec 23, 2020 | Blog, Jonathan F. Foster
The COVID-19 pandemic has tested businesses’ ability to respond to a crisis and deal with internal and external consequences. Many boards have effectively overseen companies through these extraordinary circumstances, guiding and adapting crisis management plans....
by Jonathan Foster | Nov 16, 2020 | Blog, Jonathan F. Foster
Although the United States generally does not mandate retirement at a certain age, specific industries and occupations have such requirements, including for airline pilots. Statistics show that 63% of workers retire between the ages of 57 and 66, with 62 as the...
by Jonathan Foster | Oct 19, 2020 | Blog, Jonathan F. Foster
The necessity of having virtual shareholder meetings this past proxy season due to the COVID-19 pandemic has further questioned the necessity of the in-person annual meeting. In a previous article, I challenged the in-person annual meeting’s questionable...
by Jonathan Foster | Sep 22, 2020 | Blog, Jonathan F. Foster
A board of directors typically appoints a governance committee responsible for recruitment, onboarding, training, and director assessments. This committee may have responsibilities for compliance, risk, conflict matters, and other topics, too. The governance committee...
