Nonprofit Basics: Conflict of Interest Policies and Best Practices for Approving Insider Compensation
FCPA Compliance Report-Episode 330 Robin Bew and Henry Stoever of the NACD
FCPA Compliance and Ethics Report-Episode 119-FCPA Year in Review, Part I
After George Floyd’s death in May 2020, companies (including their directors and officers) are facing increasing liability exposure and scrutiny from both sides of the political aisle relating to diversity, equity, and...more
The new year rang in new requirements for business entities that are created by the filing of a document with the secretary of state, including cooperatives (coops) and perhaps condominiums (condos), to report personal...more
The Insolvency and Financial Rehabilitation Law came into effect in 2019. The new law added a new cause of action for imposing personal liability on a director or CEO of a corporation in insolvency in respect of damages...more
The Corporate Transparency Act (“CTA”) takes effect January 1, 2024, and brings with it significant new reporting requirements for most privately-owned businesses operating in the United States by requiring the disclosure of...more
Alexander M. Cutler, lead director of DuPont de Nemours, Inc. Q: Based on your experience, what are some of the key elements of a highly functioning board? A: Recognizing that there is no “one size fits all” blueprint, my...more
Public company directors, who are under constant threat of claims, received welcome news earlier this month. On December 9, 2019, the U.S. District Court for the Southern District of New York ruled that corporate directors...more
In a press release issued today, the Business Roundtable announced the adoption of a new Statement on the Purpose of a Corporation, signed by 181 well-known, high-powered CEOs. What’s newsworthy here is that the Statement...more
The following describes the periodic reporting requirements under five state laws for certain corporate entities to file reports regarding their business relationships with these states, as well as their political...more
In addition to the revised corporate governance code published by the Financial Reporting Council in July 2018 (the “Code”) (which applies to accounting periods beginning on or after 1 January 2019), new legislative reporting...more
A couple of years ago, a group of CEOs of major public companies and institutional investors, including Jamie Dimon, Warren Buffett, Larry Fink and Mary Barra, among others, developed a list of “commonsense corporate...more
Strategy and the Decline—or Rise—of the Inpatient Hospital - A series of new media reports and consultant commentary on industry evolution highlight the increasing pressure on health system boards to fully engage in...more
Technology-Driven Disruption - Recent news stories and governance publications serve to underscore the challenge to health systems posed by innovation-based business model disruption. Health care boards will be expected to...more
The Singapore Exchange has introduced amendments to the Mainboard and Catalist listing rules—including in relation to the electronic transmission of documents to shareholders, exemptions for insurance coverage and indemnities...more
The Delaware Supreme Court issued an Order this week in OptimisCorp v. Waite that could have implications for VC-backed or other companies with so-called “block-holder” directors – or directors who are appointed by a...more
As reported on Sunday in this NYT column by Gretchen Morgenson, recent data shows that boards with more gender diversity pay higher compensation to their CEOs. An Equilar analysis of CEO pay at 100 large companies “found...more
CEOs ain’t misbehavin’? A new study from the Stanford Graduate School of Business, “Scoundrels in the C-Suite,” discusses the fallout from and responses to “bad behavior” by CEOs. While “bad behavior” clearly includes...more
The term “board refreshment” may elicit some giggles – no, we’re not talking about shots of The Balvenie 50-Year Old Single Malt Scotch Whisky, Speyside, Scotland – but the topic of director tenure is increasingly becoming...more
In “Seven Myths of Boards of Directors,” two academics from Stanford Business School set about debunking some of the most common and persistent expectations regard best practices in board structure, composition and procedure....more
On October 26, Institutional Shareholder Services (ISS), a leading proxy advisory firm, released for comment draft voting policy changes for 2016. The three proposals are as follows...more
On October 23, 2015, the U.S. District Court for the Northern District of California largely denied a motion to dismiss a whistleblower retaliation claim brought by a company’s former general counsel, ruling that: (I) the SOX...more
Over the last few months, we’ve been talking about cybersecurity issues for employers. We’ve discussed the responsibilities and risks associated with personally identifiable information and the wave of lawsuits resulting...more
On March 13, 2015, the U.S. Securities and Exchange Commission announced settlement proceedings against officers, directors, and major shareholders of several companies that were recently taken private for failing to update...more
Since the market crisis enforcement officials have heard repeated calls to prosecute not just companies but high ranking corporate officials. While the Commission brought a series of market crisis actions against firms and...more
Executive compensation is a topic that just won’t go away, particularly with pay disparity and pay for performance regulations still looming. We highlight below some of the matters directors should be considering as they...more
Several provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act have brought compensation of financial institution executives into the public eye. Although disclosure of executive and director compensation...more