Ask a Certified Fraud Examiner Q&A - Part 4
Public-Private Partnerships to Stem Corruption
Nonprofit Quick Tip: Corporate Filings in Washington, D.C.
Navigating ESG: Preparing for Future Regulations (Part Two) — Regulatory Oversight Podcast
Implications of the SEC Cybersecurity Disclosure Rule
Why Time Matters: Partners Lindsay Gerdes and Michael J. Bronson on Swift Action in Government Investigations
Nonprofit Quick Tip: State Filings in Colorado and Wyoming
REFRESH Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation
REFRESH Nonprofit Basics: Designators, Members, Directors, Officers - The Who’s Who of Nonprofit Governance
Navigating ESG: The Growing Importance and Compliance Challenges (Part One) — Regulatory Oversight Podcast
“Monsters, Inc.” y el buen gobierno corporativo
Navigating the Regulation Jungle: How to Be Compliant, Work Efficiently, and Stay Sane
Episode 332 -- Deep Dive into SEC’s Internal Controls and Cybersecurity Settlement with R&R Donnelly
Digital Planning Podcast Episode: Estate Planning and the Corporate Transparency Act
Episode 331- NAVEX State of Risk and Compliance Programs
What the Board Should Be Asking About the Compliance Program
Market Leaders Podcast Episode 94: Exploring the Perils of Optics-Driven DEI Initiatives with Guest Mira Dewji
Managing Social Media Risk
Compliance Lessons from Dating in Your 50s
How Tax Works - Entity Selection
Fall is fast approaching, so most major US public companies have held their 2024 annual meetings. But, while temperatures are sure to cool in the coming months, the same can no longer be said for the shareholder activism...more
On July 2, 2024, the Delaware Chancery Court in Sciannella v. AstraZeneca dismissed stockholder claims in connection with the $3 billion merger of Viela Bio and Horizon Therapeutics in 2021. The merger was approved by Viela’s...more
On July 18, 2024, District Court Judge Engelmayer of the Southern District of New York issued his 107-page opinion and order dismissing most – but not all – of the landmark allegations of the SEC against SolarWinds Corp. and...more
Octavia Butler, a pioneering American writer, once wrote: “There is nothing new under the sun, but there are new suns.” Can this analogy also be applied to the concept of environmental, social, and governance (ESG)? While...more
All empires eventually decline. For decades, Delaware has held the crown as the premier state of incorporation for domestic companies (and many foreign companies seeking a foothold in the United States capital markets). But...more
In January 2022, Vice Chancellor Lori Will of the Delaware Court of Chancery issued a groundbreaking opinion in In re MultiPlan Corp. Stockholders Litigation that paved the way for SPAC stockholders to bring direct breach of...more
You may recall that, in January, ExxonMobil filed a lawsuit against Arjuna Capital, LLC and Follow This, the two proponents of a climate-related shareholder proposal submitted to Exxon, seeking a declaratory judgment that it...more
In recent months, a conversation has emerged as to whether Delaware should remain the favored state of incorporation for business entities. Indeed, many of our clients have asked us whether they should remain in Delaware or...more
The US Government Is Using AI To Detect Potential Wrongdoing, and Companies Should Too With agencies such as the SEC and DOJ using AI and other data analytics tools extensively to detect wrongdoing, companies need to adopt...more
This is the fourth in our 2024 Year in Preview series examining important trends in white collar law and investigations in the coming year. We will be posting further installments in the series throughout the next several...more
On December 12, 2023, the Harvard Corporation unanimously reaffirmed its support for President Claudine Gay's continued leadership despite her controversial testimony before the U.S. Congress and allegations of plagiarism. ...more
In anticipation of the upcoming reporting season, this Update highlights some of the most significant rule changes, guidance, institutional investor areas of focus, and trends for public companies to consider in preparing...more
Directors’ duties and liabilities have always been at the forefront of corporate governance. It has become a hot topic in the wake of new regulations in the field of sustainability, which directly impact directors’...more
The Number of Shareholder Proposals Made by Activist Shareholders, Votes Against Management Proposals and Listed Companies Facing Shareholder Proposals Each Continue to Trend Upward in Japan - During the June 2023 annual...more
Traditionally deployed to protect a corporation from its board’s imprudent investment or financial decision-making, in recent years shareholders have taken to bringing derivative actions on a corporation’s behalf for its...more
The mere potential for a prominent, highly respected officer, director and minority holder to influence a board’s decision to approve a deal where the minority holder sits on both sides is insufficient to confer controller...more
Compliance and technology executives, we need to talk. Or, more accurately, you need to talk more often – to each other. In the last 18 months, the Securities and Exchange Commission sanctioned three companies for making...more
Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our...more
In this paper, Seven Gaping Holes in Our Knowledge of Corporate Governance, from the Rock Center for Corporate Governance at Stanford, the authors observe that it “is extremely difficult to produce high-quality, fundamental...more
The Royal Bank of Canada announced that this year it will begin incorporating ESG considerations into incentive compensation plans for the bank’s CEO and other top executives. In particular, the bank plans to take ESG...more
Much of the attention around environmental, social, and governance (ESG) factors in recent years has focused on ‘E’ and ‘S’– but the ‘G’ should not be discounted, as it is at the foundation of a robust ESG program. Simply...more
For most large companies, a frictionless flow of information and the ability to transfer customer data, employee files, financial records and other information around the world quickly and cost-effectively is a critical...more
A study of companies in the Russell 3000 just released by ISS showed that, for the first time, directors who self-identified as racial and ethnic minorities accounted for 20% of all board directorships. The study found that...more
Delaware courts have historically been reluctant to allow Caremark (or “board oversight”) claims to gain traction, describing such a claim as “possibly the most difficult theory in corporation law upon which a plaintiff might...more
The Court of Chancery’s decision in In re Match Group, Inc. Derivative Litigation1 is the latest example of how the Delaware Supreme Court’s watershed 2014 decision in Kahn v. M & F Worldwide Corp. (MFW)2 has been applied to...more