CEOs

News & Analysis as of

Preparing for GRC in the Decade to Come

What will the world of governance, risk, and compliance look like by 2025? This field is too broad and fast-changing to talk about the far future (and in GRC, 10 years definitely is “the far future”) with any...more

Blog: DE Court Comments on Block-Holder Rights in OptimisCorp

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

Unintentional Felonies Every CEO Needs to Know About

Heads-up! That bottle of chardonnay you plan on sending to your top client could land you in hot water with the Federal Government. The CEO of any company—large or small—needs to be conscious of business decisions...more

Want to Work in Compliance – Learn How to Read a Balance Sheet

One of the most interesting tag lines I heard at Compliance Week 2016 was the following, if you want to work in my compliance department; you need to learn how to read a balance sheet. I thought that single line encapsulated...more

Blog: Do Women Directors Promote Higher CEO Pay?

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

Growing Trend of Companies Staying Private Longer

On May 17, 2016, Fortune Magazine published an article by Geoff Colvin, “Take This Market and Shove It,” examining the growing trend of companies staying private rather than opting for an IPO. The article notes that while...more

Maryland Just Can’t Help Itself When It Comes to Pay-to-Play Revisions

Avid followers of the Pay to Play Law Blog know how active the State of Maryland has been over the past few years with regard to the amendment and revision of its pay-to-play framework for those contracting with or otherwise...more

Blog: CEOs Behaving Badly? What Do Companies Do?

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

SEC Prevails In Jury Trial Against Former CEO of Drug Firm

The SEC prevailed at trial against the former CEO of a biopharmaceutical company on claims that he made false and misleading statements regarding the regulatory approval status of the firm’s only drug. Following a two week...more

CCOs: Living in the Land of False Promises

We all have heard the scenario involving a compliance professional. A new CCO joins a company with promises from the board, the CEO and senior executives of cooperation, compensation and support for a robust independent...more

2016 NACD Private Company Governance Survey Results

The National Association of Corporate Directors (NACD) recently released its 2015-2016 NACD Private Company Governance Survey. In an article in the March 2016 edition of “Private Company Director” – a monthly publication...more

Cybersecurity Advice to CEOs and Boards “Take more responsibility”!

The White House and its top security advisors are regularly advised about cyberintrusions and as a result the “time has come for CEOs and Boards to take personal responsibility for improving their companies’ cyber security”...more

Internal Pay Equity Disclosures: Ratio of CEO Pay to Other NEOs

Many are aware of the Dodd-Frank requirement to disclose the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer. We have published some examples of...more

Pay Ratio Disclosures Begin to Appear in Proxy Statements

Some companies have begun to disclose pay ratios in their proxy statements in advance of the SEC requirement. We have included a sample below. Of course, you’ll want to compare the samples to the rules before relying on them....more

Honest Assessment of the CCO-CEO Relationship

One very accurate indicator of a compliance program is the relationship between the CEO and the Chief Compliance Officer. If a CCO is repeatedly making excuses for a CEO who does not devote enough time to compliance, you can...more

US Commodity Futures Trading Commission Announces Volcker Rule CEO Attestation Delivery Method

The Commodity Futures Trading Commission’s Division of Swap Dealer and Intermediary Oversight announced that certain banking entities subject to Appendix B of Part 75 of the CFTC’s regulations, which implements section 619 of...more

Fold ‘Em or All-In? A Dealer’s Guide to Succession Planning

Bet, fold, bluff, raise, and all-in. These are all common words when playing a game of poker, or as some call it, Texas Hold’em. Would you believe that just as with playing poker, these words could also be used when talking...more

Blog: Is It A Mistake To Insist That CEO Pay Be Performance-Based?

It goes without saying that, to many, the sine qua non of executive compensation is performance-based pay. From proxy advisory firms to institutional holders to the drafters of Dodd-Frank, the question of whether CEO...more

Allocating Founder Equity

There’s no legal definition for “founder,” but it is one of the most important roles in a startup. Designating someone a founder means a lot for the long-term future of the company and for that individual; it is the founders...more

Beware of the CEO Email Request Phishing Scam: A Different Form of March Madness

Not only is it “March Madness” time, it is also prime tax return filing time. That means that the email scammers are out in full force as well. In the last 10 days, we have seen a marked uptick in what are called...more

The Client Contact You Need to Know

Not long after I made the move from law firm practice to general counsel at a Texas financial institution, I observed that the senior executives at our holding company (the key decisionmakers) all had internal people within...more

Blog: ISS Study Shows Board Leadership Structure Affects CEO Compensation

According to a new report from ISS, the structure of board leadership plays a significant role in relative levels of CEO compensation. Combining the CEO and board chair titles is still the most prevalent leadership structure...more

A Lesson in Compliance: Part II

The following is an interview with Richard Bistrong and Alessia Lamonaca, Program Marketing Specialist at Resolver Inc. In “A Lesson in Compliance with Richard Bistrong: Part I“, Richard discussed the thought process...more

Blog: Where You Stand On CEO Comp Depends On Where You Sit

CEO Pay, Performance, and Value Sharing, a paper by academics at the Stanford Business School, discusses the disconnect between the perceptions of CEO pay among directors (who set CEO pay) and the public (who ultimately pay...more

Blog: Does The Rise Of The “New Insider” Mean That It’s Time For A Board Refreshment Policy?

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

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