Center for Corporate Governance

The Center for Corporate Governance at the New York County Lawyers Association

NYCLA’s Center for Corporate Governance is dedicated to educating legal practitioners, their clients and others with an interest in corporate governance, in the best practices for corporations, their officers and in particular, their boards. The principles of corporate governance are evolving and in recent years quite quickly. Officers and board members need to be aware of their responsibilities and duties as the legal and practical landscape of what is acceptable and unacceptable conduct for boards and officers changes.

Many legal practitioners have clients who are among those who have such duties and responsibilities and counsel must continue to educate themselves to be able to advise those clients. The Center for Corporate Governance and NYCLA has decided it is important for them to play a key role in this process not only with their members, but also in the legal community in the greater New York area.

While The Center and NYCLA recognize that there are other outstanding organizations playing a role in bettering Corporate Governance, we intend to work with a number of them to advance the goal of increasing the understanding of good Corporate Governance. The process of coordinating with various groups including universities, industry groups, foundations, and non-profit and for profit entities has already begun.


Latest Developments from the Center for Corporate Governance

On May 18, 2022, the Fifth Circuit held in Jarkesy v. SEC, that the agency’s use of in-house Administrative Law Judges, as opposed to its filing of an enforcement action in federal court, is unconstitutional. In the following guest post, Gregory A. Markel, Vincent A. Sama, Daphne Morduchowitz, Giovanna A. Ferrari, and Matthew C. Catalano of the Seyfarth Shaw law firm review the Fifth Circuit’s opinion, and discuss its implications.

Read more in the article "SEC’s In-House Adjudication Deemed Unconstitutional by Fifth Circuit" here:

NYCLA’s Center for Corporate Governance’s Chair, Greg Markel and Giovanna Ferrari Author Class Action Settlement Article for Practical Law

Greg Markel and Giovanna Ferrari, partners at Seyfarth Shaw LLP, authored "Settling Securities Class Actions, the cover article for the December issue of Practical Law magazine. The article focuses on the unique attributes of securities class actions that raise procedural and strategic concerns that may affect the settlement process.

Areas covered in the article include:

  • The legal framework for securities class action settlements
  • The importance of early case assessment
  • The optimal timing to begin settlement discussions with the opposing party
  • The key settlement terms to negotiate
  • The settlement approval process
  • The confidentiality concerns raised when filing a proposed settlement agreement
  • The grounds for objecting to a settlement
  • The prevalence of opt-outs in securities class actions
  • The use of cy pres distributions

The full text of the article is available here

Corporate Governance Programs Available On Demand

The Center’s inaugural program was The Significance of Recent Developments in Delaware Corporate Governance Law and What Practitioners and Their Clients Need to Know.

Our second program, Special Board Committees was held in January 2017 at the Yale Club in NYC and Co-sponsored by The Deal. As an outgrowth of the preparation for the program, Greg Markel and Heather E. Murray wrote an article on Internal Investigations: Special Board Committees, published in the June/July 2017 issue of Practical Law. Click here to read the full article.

In December 2017, we conducted a WEBINAR, Trends in Securities Litigation, where a panel of experts discussed the important trends in the filing of securities class actions, including  the surge in the number of class action filings, the reasons for the increased number of filings as well as the changes in the characteristics of the cases. If you missed this program, it can be viewed ON DEMAND by clicking HERE .

In other recent developments, The Delaware Supreme Court has issued its much-anticipated unanimous decision in the “long-running appraisal saga” that took place following the 2013 management-led buyout of Dell.  In reversing the lower court’s ruling that had awarded stockholder petitioners a 28 percent premium over the deal price, the Court emphasized that the Vice Chancellor erred in relying exclusively on the Chancery Court’s own discounted cash flow analysis to reach a fair value calculation, where, as here, the decision to give no weight to either the stock price or the deal price was not supported by the court’s key factual findings or by relevant, accepted financial principles.  The Supreme Court suggested that the Chancery Court on remand should instead give “heavy weight” to the deal price due to the compelling “evidence of market efficiency, fair play, low barriers to entry, outreach to all logical buyers, and the chance for any topping bidder to have the support of Mr. Dell’s own votes.”  

To read the decision, click here.

To read the “One Minute Memo” discussing the decision written by Gregory Markel and Heather Murray click here

 For more information please contact Greg Markel, Partner, Seyfarth Shaw LLP,
 and Chairman of the Center for Corporate Governance at the New York County Lawyers Association.
 Mr. Markel can be reached at

 Interested in developments impacting Corporate Governance? The we invite you to join the Center for Corporate Governance at NYCLA LinkedIn Group.