News & Analysis as of

Defining An “Ethical” Leader (Part IV Of IV)

The most effective ethics and compliance program starts with a CEO. But that is not the end of the story. Life is easier with a CEO who understands the importance of ethics and compliance, promotes it as a financial driver...more

Conversations on Goverance: Practical Insights for Public Company Leaders: Crisis Management: Key Questions

We live in a world full of high-stakes, high-profile corporate crises – environmental disasters, product liability issues, data breaches and government investigations, to name a few. No company is immune. Therefore, advance...more

Can An Employer Force Out An Employee For Unpopular Political Views: The Brendan Eich Story

Brendan Eich resigned his post as CEO of Mozilla, a California-based company, in early April after just 14 days on the job. The reason for his sudden departure and short tenure? It became public that in 2008, Eich...more

Can The Political Concerns Of Corporate Officers Be Of Any Concern Of The Corporation?

Suppose a corporation’s Chief Executive Officer becomes involved in a particularly abhorent (but legal) political movement. Suppose further that the Board of Directors is concerned that the corporation’s stockholders,...more

Harriet Tubman And Navigating To Become An Ethical Company

March 10th was the 101st anniversary of the death of Harriet Tubman. She was one of the greatest conductors on the Underground Railroad, which took slaves out of the old south and up to freedom in the north and into Canada. I...more

Top 5 Delaware Case Developments in 2013 for M&A Practitioners

During 2013, in addition to the important changes to the Delaware General Corporation Law (“DGCL”) and the Limited Liability Company Act, described here, the Delaware courts issued a number of decisions that have a direct...more

Split Decision: Whether to Separate the CEO and Board Chair Positions

Whether to separate the CEO and chairman positions is one of the most hotly debated issues in corporate governance. During the 2013 proxy season, calls for an independent board chair were the second most frequent proposal...more

Executive Compensation Considerations for 2014

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

Dodd-Frank Essentials: Executive Compensation Requirements And Disclosures

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

The NAVEX Global Top 10

With 2013 coming to an end, we've gone the extra mile to compile the 10 most valuable resources from the past year. There's something here for all types of ethics and compliance professionals - we hope you enjoy the issue!...more

Considerations for 2014 Proxy Season and Beyond

Following are some topics that public companies may want to consider in preparation for the 2014 proxy season. Shareholder Proposals - The 2013 proxy season reflected a continued increase in the number of...more

Top 10 Topics for Directors in 2014

Top 10 Topics for Directors in 2014 - U.S. public companies face a host of challenges as they enter 2014. Here is our list of hot topics for the boardroom in the coming year: 1. Oversee strategic planning amid...more

ISS Publishes 2014 Draft Policy Changes; Comments Due by November 4, 2013

On October 21, 2013, Institutional Shareholder Services Inc. (“ISS”) published its key draft policy changes for the 2014 proxy season (the “Draft Policies”). There are only two proposed updates for the US, neither of which...more

Twenty Compliance Questions For The Chief Executive Officer

Tone-at-the-top says it all. Without the support of the CEO, a Chief Compliance Officer is limited in what he or she can accomplish. If there is no commitment from the CEO, a CCO can propose and possibly build great...more

"The Landscape of CEO Succession Issues"

A board’s decision as to whether, when and how to terminate the employment of a CEO and hire a successor is among the most critical decisions facing the board of any company — large or small, public or private, established or...more

CEO Succession Planning Often Lost in the Shuffle

Over the last five years, average tenure of a CEO (based on a survey of public and private companies) shrank from 7.3 years to 4.4 years. Focus on CEO succession is becoming more important to boards. Half the members of...more

Leveraging The Board And CEO Relationship To Improve Compliance

In the age of superstar CEOs who command media attention and excessive compensation packages, a company’s performance can often boil down to the relationship between the Board and the CEO....more

Corporate & Tax E-Note - March 28, 2013

In This Issue: - SEC Yet to Release Jumpstart Our Business Startups Act Guidelines - IRS Crackdown on Contract Workers Has Small Businesses Concerned - Accelerated Filers Found to be Filing More Restatements -...more

Thinking Ahead - Opinions About Trends and Challenges in Today's Health Care Industry: What Next for WellPoint After the CEO...

This week brought the announcement that WellPoint Inc. selected Joseph Swedish to become its next Chief Executive Officer. Swedish will leave his position as CEO of nonprofit Catholic health system Trinity Health, which has...more

Improving Corporate Governance: Board Self-Evaluations

Companies need to spend more time critically evaluating their own governance performance. Corporate governance weaknesses inexorably cause poor corporate performance and can result in compliance breakdowns....more

Considerations for the 2013 Form 10-K and Annual Proxy Season

The upcoming 2013 proxy season will likely be impacted by new policies issued by proxy advisers, as well as shareholder activists taking advantage of previously adopted rules, rather than by recent legislative or rulemaking...more

North Carolina Regulators Find Fault With Duke Energy’s Bait And Switch

When Duke Energy first approached Progress Energy about a potential merger in early 2011, Duke CEO James E. Rogers assured Progress CEO William D. Johnson that he was willing to take the position of executive chairman and...more

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