Corporate Law Developments (February 28, 2017) UK Health And Safety Compliance Programs Favor Having At Least One UK Board Director; SASB Releases Rules Of Procedure And Conceptual Framework; And Delaware Confirms BJR Can Apply To Tender-Offer Merger

This week's corporate law news roundup includes discussions of Why UK Health and Safety Laws Favor Having at Least One UK Board Director; The SASB's Recent Release of Rules of Procedure and Conceptual Framework; and The Delaware Supreme Court's confirmation that the business judgment rule applies to tender-offer mergers approved by a fully informed, uncoerced vote of disinterested stockholders

UK HEALTH AND SAFETY COMPLIANCE PROGRAMS FAVOR HAVING AT LEAST ONE UK BOARD DIRECTOR

Under the Sentencing Council's definitive guideline establishing the seriousness of an offence, a number of factors are taken into account. With regards to Health and Safety (H&S) issues, in particular, the UK's Health and Safety Executive (HSE) requires there to be strong and active leadership 'from the top' which should involve a 'visible, active commitment from the board.' The fact that one or more board level directors are visible on site from time to time and that the board are demonstrably focused on H&S issues is likely to help a company mitigate any penalty which might be imposed as a result of an H&S offence. Board level cooperation in relation to any investigation and a genuine understanding of the UK H&S practices and procedures is important. The HSE guidance also suggests that a board director being the nominated H&S responsible officer is best practice. While this does not strictly require a board member to be based in the UK, a company may want to give further consideration to the pros and cons of either (i) having a board member in the UK who has particular responsibility for overseeing H&S matters and for ensuring H&S is properly considered at board meetings or (ii) for otherwise ensuring that the existing board members are fully briefed on H&S issues and that there is regular reporting in person at board meetings by the nominated UK employee responsible for H&S. For more information, see http://www.hse.gov.uk/leadership/whyleadership.htm.

SASB RELEASES RULES OF PROCEDURE AND CONCEPTUAL FRAMEWORK

On February 15, 2017, the Sustainability Accounting Standards Board (SASB) released Rules of Procedure and Conceptual Framework to establish the principles and processes of the SASB's approach to standards development. The Rules of Procedure establish processes for the SASB in its standards-setting activities. The Conceptual Framework sets out the basic concepts, principles, definitions and objectives that guide the SASB in its approach to setting standards...