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Securities and Exchange Commission (SEC) CEOs Corporate Governance

Vinson & Elkins LLP

Oversold and Underdelivered: SEC Charges Former Startup CEO with “AI Washing” Securities Fraud

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On June 11, 2024, the United States Securities and Exchange Commission (the “SEC”) charged Illit Raz, the former CEO and founder of the since-shut-down artificial intelligence recruiting startup Joonko Diversity Inc....more

Kohn, Kohn & Colapinto LLP

Department of Justice Secures Conviction in First Insider Trading Prosecution Based Exclusively on the Use of Rule 10b5-1 Trading...

On June 21, a jury in the U.S. District Court for the Central District of California found the former CEO and Chairman of Ontrak, Inc., a publicly traded healthcare company guilty on one count of securities fraud and two...more

Davies Ward Phillips & Vineberg LLP

Governance Insights: 10 Trends that GCs and Boards Need to Know

The latest edition of Davies’ Governance Insights is now available. In this issue, we explore 10 important trends that will help general counsel and boards navigate the year ahead. In order to help you with your strategic...more

Skadden, Arps, Slate, Meagher & Flom LLP

Matters To Consider for the 2024 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for the 2024 annual meeting and reporting season. We have compiled this overview of the latest key issues — including SEC disclosure requirements, SEC guidance,...more

BCLP

Is It Time to Take a Fresh Look at Disclosure Controls and Procedures for CEO/CFO Certifications?

BCLP on

In New England Carpenters Guaranteed Annuity and Pension Funds v. DeCarlo (Aug. 2023), the Second Circuit held, among other things, that CEO/CFO certifications mandated by SOX Section 302 constitute non-actionable statements...more

Foley Hoag LLP

United States v. Elizabeth Holmes and Ramesh Balwani

Foley Hoag LLP on

I. WHY THIS CASE MADE THE LIST - A highly publicized and long-running multi-agency action against the former Chief Executive Officer and the former Chief Operating Officer of Theranos Inc. resulted in criminal convictions...more

Spilman Thomas & Battle, PLLC

Decoded: Technology Law Insights - V 4, Issue 2, February 2023

Illinois Supreme Court Allows Massive Damages in Biometric Privacy Cases - “The case involves Ohio-based fast-food company White Castle.” Why this is important: Illinois has the strictest biometric privacy law in the...more

StoneTurn

5 Tips For Meeting DOJ’s New CCO Certification Requirements

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The DOJ has signaled that CEO and CCO certifications will become a staple of all corporate settlement agreements. Critics worry CEOs and CCOs face undue personal liability and argue it will dissuade CCOs from accepting the...more

Cooley LLP

Enforcement again brings charges for failure to disclose perks

Cooley LLP on

Failure to disclose executive perks continues to be a flashing target for SEC Enforcement. Just last year, there were two actions against companies for disclosure failures regarding perks—Hilton Worldwide Holdings Inc. (see...more

Cooley LLP

Blog: Commissioners Peirce and Roisman criticize “unduly broad view” of “internal accounting controls” in Andeavor

Cooley LLP on

In October, the SEC settled charges against Andeavor, an energy company formerly traded on the NYSE and now wholly owned by Marathon Petroleum, in connection with stock repurchases authorized by its board in 2015 and 2016. ...more

Cooley LLP

Blog: How do companies cope with social risk?

Cooley LLP on

How do companies cope with social risk? In “Blindsided by Social Risk—How Do Companies Survive a Storm of Their Own Making?” from the Rock Center for Corporate Governance at Stanford, the authors look at “social risk,”...more

Fenwick & West LLP

A Senior Executive Is Seriously Ill. When Should a Company Disclose the News?

Fenwick & West LLP on

The death of Oracle CEO Mark Hurd in October has highlighted a longstanding public company dilemma: whether and when to disclose the news that a senior leader has a serious health challenge. Not only is the topic sensitive...more

Cooley LLP

Alert: IPO Executive Seminar: Lessons Learned, Recent Trends and Life After IPO

Cooley LLP on

Listening to our esteemed IPO seminar panelists – including executives and directors of some of the fastest growing companies representing some of the most successful IPOs of the last couple years, as well as industry experts...more

Robins Kaplan LLP

Your Daily Dose of Financial News

Robins Kaplan LLP on

The Federal Reserve bank released the minutes from its September meeting yesterday. Among other things, we learned that the Fed Governors moved largely in lockstep on September’s rate hike, even as the crew was less unanimous...more

Foley & Lardner LLP

New Attorney General Issues Guidance on Corporate Compliance Programs

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The US Department of Justice (DOJ) Fraud Section has published new guidance for corporate entities on corporate compliance programs. The guidance, titled, “Evaluation of Corporate Compliance Programs” (Compliance Program...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Directors Must Navigate Challenges of Shareholder-Centric Paradigm"

The corporate governance landscape has become more complicated, making it more difficult for directors to manage the often inconsistent demands of multiple constituencies while pursuing the fundamental fiduciary obligation to...more

Allen Matkins

When CEOs Read This, They May Become Less Enamored Of Delaware

Allen Matkins on

In a forthcoming paper, Professors Murali Jagannathan (Binghamton University School of Management) and A.C. Pritchard (University of Michigan Law School) evaluate whether there might be relationship between incorporation in...more

Cooley LLP

Blog: New Study Shows Inverse Correlation Between CEO Pay And Performance Over The Long Term

Cooley LLP on

As reported in the WSJ, a new study from corporate-governance research firm MSCI showed that, over the long term, there was a signficant misalignment between CEO pay and stock-price performance. The study looked at CEO pay...more

Cozen O'Connor

Securities Law and Corporate Governance Developments: A Look Back at 2015 and a Preview of 2016

Cozen O'Connor on

Initiatives by Congress, the Securities and Exchange Commission (SEC), activist shareholders, and federal and state courts from 2015 will reshape public company disclosure and policies, and offer new avenues for private...more

Katten Muchin Rosenman LLP

Corporate and Financial Weekly Digest - Volume X, Issue 38

SEC/CORPORATE - ISS Publishes Results of 2015–2016 Annual Global Policy Survey - On September 28, Institutional Shareholder Services (ISS), a leading proxy advisory firm, published the results of its 2015–2016...more

BakerHostetler

SEC Adopts Pay Ratio Rules

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On August 5, 2015, the Securities and Exchange Commission (“SEC”) adopted rules, as directed by Congress in Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Section 953(b)”), to require...more

Sheppard Mullin Richter & Hampton LLP

Considerations for 2014 Proxy Season and Beyond

Following are some topics that public companies may want to consider in preparation for the 2014 proxy season. Shareholder Proposals - The 2013 proxy season reflected a continued increase in the number of...more

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