Diligent conducted numerous board education sessions at which board members spoke about new and significant risks; these included increased stakeholder expectations and the burdensome review of education and documentation...more
The Boeing 737 MAX case took another dramatic turn. On July 24, 2024, the Department of Justice filed with the United States District Court for the Northern District of Texas a proposed plea agreement with Boeing. The plea...more
7/30/2024
/ Airplane Accidents ,
Aviation Industry ,
Board of Directors ,
Boeing ,
Compliance Monitoring ,
Deferred Prosecution Agreements ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Plea Agreements ,
Restitution ,
Safety Standards
Over the last ten years, we have seen a marked shift from the Delaware Chancery Court chipping away at corporate board member liability claims. In a number of seminal cases involving Boeing airplane crashes (In re the Boeing...more
A Top 5 list should be viewed with suspicion — it is often just a headline grabbing posting with the clear purpose to gain readers’ attention. In defense, however, it is interesting to compare articles on risk rankings....more
1/30/2024
/ Anti-Corruption ,
Artificial Intelligence ,
Board of Directors ,
Compliance ,
Corporate Governance ,
Cybersecurity ,
Diversity and Inclusion Standards (D&I) ,
Economic Sanctions ,
Environmental Social & Governance (ESG) ,
Foreign Corrupt Practices Act (FCPA) ,
Foreign Relations ,
Risk Management
Corporate boards face a panoply of risks – and the nature of these risks are quickly evolving. Cybersecurity has quickly risen to the top of the list of corporate risks. Add to that the new SEC regulations on cybersecurity...more
8/22/2023
/ Artificial Intelligence ,
Board of Directors ,
Compliance ,
Compliance Management Systems ,
Cybersecurity ,
Data Breach ,
Innovative Technology ,
Machine Learning ,
Popular ,
Ransomware ,
Risk Management ,
Securities and Exchange Commission (SEC)
Companies have to demand a new focus from their CEOs, senior executives and legal compliance team in response to the new DOJ and regulatory initiatives. These steps are not just suggestions nor items that can be prioritized...more
It is fun to follow all the early year views of trends, predictions and survey results. The beginning of the year includes lots of perspectives and analyses.
Corporate boards are at the center of these important views....more
In a far-reaching decision with significant implications, the Delaware Chancery Court recently issued a decision confirming that Caremark duty of oversight obligations extends to senior officers. This will have an immediate...more
2/14/2023
/ Board of Directors ,
Breach of Duty ,
Caremark claim ,
Corporate Culture ,
Corporate Governance ,
Derivative Suit ,
Duty of Loyalty ,
Fiduciary Duty ,
McDonalds ,
Sexual Harassment ,
Shareholder Litigation
We constantly hear about the importance of “accountability,” meaning that organizations and individuals have to be held accountable for misconduct or failures to act. The focus on accountability is a positive trend,...more
For all the hype about ESG, board accountability, stakeholder demands for diversity and inclusion, a recent report on board diversity shows little change. That is not surprising....more
Chief compliance officers need the support and advocacy of the corporate board to have a chance to succeed. A CCO has many important relationships to protect and nurture within the company. None is more important that the...more
The growing demand for increased diversity on corporate boards passed another hurdle. The SEC approved to Nasdaq’s proposed rule changes to mandate increased board diversity requirements. Three SEC Commissioners, including...more
8/20/2021
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Minorities ,
Nasdaq ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
Corporate boards will continue to face higher risks of liability. As the last bastion of legal privilege and protection, the wall of protection is crumbling bit by bit. Eventually, corporate stakeholders will demand that...more
The United States continues to lag in corporate board diversity. Many corporate boards are dominated by white males. Progress on this issue has been slow....more
If you speak to members of a corporate board and the C-Suite and you ask them if the company has a strong ethical culture, we all know what they will say – “Of course, we do. We have a strong commitment to our Code of...more
Watching the compliance industry and advocating for the compliance profession can be frustrating. Corporate boards and senior management know the importance of committing to a culture of compliance. To accomplish that task...more
Corporate board members face increasing risks. Federal prosecutors are watching their behavior when corporate malfeasance occurs. Regulators focus on the important issue of board governance. Shareholders are ready to file...more
Corporate boards face serious challenges – business disruption from the pandemic and a slowing global economy. Directors have to focus on these two issues for at least the next 12 months....more
Corporate board diversity continues to increase slowly – and I mean slowly. For United States companies, corporate boards are far behind their foreign counterparts. California has imposed a minimal requirement that every...more
Corporate boards are under increasing attack by investors, shareholders and the public. In the aftermath of corporate legal train wrecks, such as the Wells Fargo, Volkswagen Emissions, General Motors, J.P. Morgan 1MDB...more
In today’s aggressive enforcement environment, corporate board members have a target on their respective backs. Even with robust liability insurance, corporate boards are operating in a state of “ignorance is bliss.” ...more
On October 1, 2019, in In re Clovis Oncology, Inc. Derivative Litigation, a Delaware Chancery Court denied a motion to dismiss the plaintiffs’ claims under the Caremark decision against individual directors for failing to...more
10/22/2019
/ Biotechnology ,
Board of Directors ,
Breach of Duty ,
Capital Raising ,
Caremark claim ,
Compliance ,
Compliance Management Systems ,
Corporate Counsel ,
Corporate Governance ,
Corporate Monitoring ,
Corruption ,
Derivative Complaint ,
Drug Design ,
Duty of Loyalty ,
Efficacy Claims ,
Ethics ,
Failure to Monitor ,
FDA Approval ,
Fiduciary Duty ,
Financial Markets ,
Food and Drug Administration (FDA) ,
Good Faith ,
Life Sciences ,
Nonperformance ,
Oversight Duties ,
Personal Liability ,
Pharmaceutical Industry ,
Regulatory Requirements ,
White Collar Crimes
Corporate boards all want to believe that their companies maintain an ethical culture. Each board members knows the right words, platitudes and buzz words to use. No one can fault them there. But like every issue in life,...more
I guarantee you if you ask your corporate board to define “ethical culture” and “compliance,” and their actual day-to-day responsibilities in this area, you will quickly realize most board members have no clue. ...more
Businesses are increasingly relying on the cloud to store confidential and sensitive information. One-third of information technology budgets are used for cloud services. Rapid growth in cloud storage is expected over the...more
9/12/2019
/ Best Practices ,
Board of Directors ,
Cloud Computing ,
Compliance ,
Confidential Information ,
Cybersecurity ,
Data Management ,
Data Protection ,
Incident Response Plans ,
Regulatory Requirements ,
Risk Assessment ,
Risk Management ,
Senior Managers