A recent enforcement action by the Securities and Exchange Commission (SEC) highlights the risks companies face when public disclosures may be viewed as misleading or fail to account for updated information....more
Public companies are under immense pressure to stay ahead of emerging trends, navigate increasingly complex regulations, and meet investor and other stakeholder demands. The expertise required to address these challenges is...more
It’s obvious that strong cybersecurity governance should help to reduce a company’s risk of succumbing to a cybersecurity incident or being significantly impacted should one materialize. One major challenge: determining what...more
In 2021, the Securities and Exchange Commission (SEC) adopted final rules that made it easier for shareholders, including activists who may not have the company’s long-term interests in mind, to put dissident directors on a...more
On March 6, 2024, the Securities and Exchange Commission (SEC) adopted final rules that will require public companies to significantly expand the scope of climate-related information in their registration statements and...more
Did managing your company’s insurance program (or parts of it) unexpectedly land on your desk? Ouch. But help is here: In this week’s blog my colleague Lenin Lopez offers practical steps you can take if you become responsible...more
One would think that individuals would avoid illegal insider trading like the plague. The general maxim to apply to avoid insider trading is simple: “Don’t trade in a public company’s securities while you’re aware of material...more
One notable feature of the stock market in 2024 is the number of public companies announcing share buybacks and the expectation that this trend will continue. While share buybacks are generally well-received by investors,...more
For corporate officers, exposure to potential liability is part of the job. Two of the primary protections available to corporate officers come in the form of a tailored D&O insurance program and a favorable indemnification...more
California recently enacted three climate-related disclosure laws that require impacted companies, both public and private, to engage in more reporting about their greenhouse gas emissions, use of carbon offsets, and...more
Director-level conflicts of interest continue to be an issue that corporations must monitor and address. The negative implications associated with these types of conflicts, whether actual or perceived, in the context of board...more
Artificial intelligence (AI) poses great opportunities for companies—as well as significant risks and challenges. While leveraging AI in the context of business applications isn’t necessarily a novel idea, the introduction of...more
The cyber breach of SolarWinds’ software in 2020 (the “SolarWinds breach” or “cyber breach”) has been described as the “largest and most sophisticated attack the world has ever seen.” As a result of the cyber breach,...more
A books and records request is a tool used by stockholders to gather information in advance of filing a derivative lawsuit against officers and directors. These requests can also be used by activist investors to gather...more
Board and committee meeting minutes are an important part of a company’s internal record-keeping process. They function as the official record of discussions, decisions, and actions taken during those meetings. They are also...more
The US Federal Trade Commission (FTC)’s Green Guides focused on “greenwashing” before it was en vogue. Originally issued in 1992 and revised in 1996, 1998, and 2012, the FTC designed the guides to help companies avoid making...more
Corporate scandals and failures are ever-present. The last few years have provided us with examples from healthcare providers, life science, banking, cryptocurrency, and automotive manufacturing. With the benefit of...more
The US Securities and Exchange Commission (SEC) adopted new rules in October 2022 that implement the compensation recovery (“clawback”) provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010...more
Possibly regretting the repercussions of its recent decision in Delman v. GigAcquisitions3, the Delaware Court of Chancery opted on February 21, 2023, to restore relative peace to dozens of SPACs for which the capital...more
In part one of this two-part series, I reviewed what earnings management is (and isn’t) and went through a few examples of earnings-management-related actions brought by the Securities and Exchange Commission (SEC). In this...more
Public companies are under tremendous pressure to meet or beat stock analyst earnings estimates. This pressure caused Warren Buffet to observe: “Managers that always promise to ‘make the numbers’ will at some point be tempted...more
Are you a US-headquartered company with international business operations? How confident are you that your company and its agents, employees, affiliates, or subsidiaries are not dealing with foreign countries, geographic...more
Fewer public companies are allowing insiders, including directors and officers, to hedge and/or pledge their shares. These days, insider trading policies will typically include a section covering these practices and either...more
As a director or officer of a public or private company, you need to have strong protections in place to reduce your exposure to personal liability, as well as appropriately respond in case you become subject to an...more
Public company boards face an ever-increasing list of topics that fall under their oversight responsibilities. As the list gets longer, so too does the breadth of skills and backgrounds that boards view as important when...more