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
On July 25, 2024, the U.S. Securities and Exchange Commission (SEC) notified the U.S. Court of Appeals for the Fifth Circuit that at least part of the basis for the currently pending legal attack on the Nasdaq’s proposed...more
The U.S. Court of Appeals for the Fifth Circuit will likely weigh in soon on the U.S. Securities and Exchange Commission’s (SEC) approval of Nasdaq’s board diversity rule that will require listed companies to disclose...more
The Fifth Circuit has vacated the opinion we discussed in our Oct. 30, 2023, client alert Diversity in the Boardroom: Fifth Circuit Rejects Challenge to the SEC Nasdaq Board Diversity Rules; En Banc Petition Quickly Filed and...more
On October 18, 2023, the United States Court of Appeals for the Fifth Circuit in Alliance for Fair Board Recruitment v. SEC, 5th Cir., No. 21-60626 upheld Nasdaq’s board diversity rule, which encourages greater board...more
Nine years ago, I posed the question of whether the California General Corporation Law permits corporations to serve as directors. My answer at the time was "no" because Section 164 of the Corporations Code defines...more
Last week, the U.S. Court of Appeals for the Fifth Circuit upheld Nasdaq's board diversity rule, which the SEC first approved in August 2021 and was then challenged as unconstitutionally discriminatory and an improper...more
On Monday, August 29, the U.S. Court of Appeals for the Fifth Circuit heard oral argument on a challenge to the Nasdaq Board Diversity Rule (the “Rule”). The Rule requires Nasdaq-listed companies to publicly disclose Board...more
The SEC was once again before the U.S. Court of Appeals for the Fifth Circuit on Aug. 29, 2022, this time in connection with the agency's approval of the Nasdaq Stock Market LLC's (Nasdaq) Board Diversity Rule (Rule). The...more
The SEC’s Division of Corporation Finance recently published Legal Bulletin 14L (CF) (the “Bulletin”) providing updated guidance on excluding shareholder proposals under Rule 14a-8 under the Exchange Act. Specifically, the...more
In the past several years, the number of claims filed against newly public companies under the Securities Act of 1933 has increased significantly. At the same time, the development of direct listings has given companies...more
It should hardly come as a surprise to anyone that the new Nasdaq board diversity rule (see this PubCo post) would be challenged in the courts. The rule was approved by the SEC on Friday, August 6. On Monday. August 9, the...more
Professor Stephen Bainbridge writes that the Alliance for Fair Board Recruitment has filed a petition for review with the Fifth Circuit Court of Appeals challenging Nasdaq's board diversity rule. Some readers may be...more
Equity-based awards are often a significant element of a company’s compensation program. However, unlike more broad-based employee benefit programs, which are generally only subject to federal laws, equity-based compensation...more
Section 311 of the California Corporations Code authorizes the creation of one or more committees. Unlike Delaware, a committee of the board must have two or more members. The board of directors may vest all of the...more
The House Committee on Financial Services met virtually on April 20, 2021 to consider legislation that, among other things, would require public companies to annually disclose the voluntarily, self-identified gender, race,...more
On February 12, 2021, the Republican members of the Senate Committee on Banking, Housing, and Urban Affairs wrote a letter to the Acting Chair of the SEC bashing a recently proposed rule of Nasdaq that would promote corporate...more
The federal proxy rules, with certain exceptions, apply to solicitations of proxies with respect to securities registered under Section 12 of the Securities and Exchange Act of 1934. Very few California corporations,...more
Companies preparing for their annual shareholder meetings will need to consider a variety of factors, including new guidance from the Securities and Exchange Commission (SEC) and recommendations from Glass, Lewis & Co. (Glass...more
Caremark Developments -- Do You Know What You Don’t Know? In 1996, the Delaware courts created what has become known as a Caremark claim: an allegation that directors failed to exercise oversight of the organization....more
Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), the two leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for...more
On December 21, 2018, Vice Chancellor Morgan T. Zurn of the Delaware Court of Chancery denied plaintiff stockholder’s motion for summary judgment in an action to determine the board composition of SPAR Group, Inc. (“SGRP”)...more
The SEC prevailed on two summary judgment motions. One centered on a manipulation action. The other was against an attorney who facilitated a prime bank fraud. The Commission also filed: An action against UBS tied to its...more
The U.S. Court of Appeals for the Third Circuit issued a decision on April 14, 2015 that reversed a U.S. District Court opinion and vacated a permanent injunction that would have required Wal-Mart Stores, Inc. to include a...more
In a recent speech, SEC Chair Mary Jo White put directors of public companies on notice of their responsibility as “essential” and “important” gatekeepers upon whom their investors and the SEC rely. Chair White described...more