Corporate Governance

News & Analysis as of

Nevada Corporations And Virtual Stockholder Meetings

Companies typically cite cost savings and ease of access as the motivation for holding virtual stockholder meetings. Andy D. Bryant, Chairman of the Board of Intel Corporation, for example, provided the following rationale...more

New FDIC Study is Predictive of Upcoming Risk Management Examinations

When the FDIC finishes an examination of a bank and finds that improvements are recommended in certain areas, the recommendation is delivered to the bank in the Report of Examination as Matters Requiring Board Attention...more

SEC Requests Comments on Regulation S-K Relating to Disclosures on Management, Certain Security Holders and Corporate Governance...

On August 25, 2016, the SEC issued a release requesting comments on certain disclosure requirements under Regulation S-K relating to disclosures on management, certain security holders and corporate governance matters...more

SEC Requests Comment on Corporate Governance, Management and Security Holder Matters

The SEC is requesting public comment on certain disclosure requirements in Regulation S-K relating to management, certain security holders, and corporate governance matters contained in Subpart 400. This request is part of...more

Blog: SEC Requests Comment On Non-Financial/Non-Business Items In Reg S-K

The SEC has posted a request for comment on some of the Reg S-K disclosure requirements that were not specifically covered in the Reg S-K Concept Release, issued earlier this year (see this PubCo post), which assessed the Reg...more

Are Alternate Committee Members “Then Serving”?

A number of amendments to Delaware’s General Corporation Law took effect at the beginning of this month. One of these changes was to establish a default quorum requirement for meetings of committees of corporate boards of...more

The Pitfalls of Using Technology to Improve Compliance Effectiveness; Cecelia Jefferson Explains [PODCAST]

Everybody has the intention of being committed to compliance, but when resources need to be devoted to compliance, the company’s true commitment comes into focus. Cecelia Jefferson is a strategic, multi-talented...more

Due Diligence Questions Chief Compliance Officers Should Ask In A Job Interview

The following guest post is by Maurice Gilbert, Managing Partner of Conselium Executive Search. Earlier this month I posed a question to Chief Compliance Officers around the world: “Since today’s regulatory climate means...more

Proposals for Employee representation at board level in UK companies

Theresa May, and latterly Owen Smith, have both announced their intention to put employees on company boards. Employee representation on company boards in Europe is commonplace and speculation is rife as to what model either...more

Who Signs The Bylaws?

I am occasionally asked who should sign the bylaws. The question presumes that bylaws must be signed. Although the California General Corporation Law requires that the original or a copy of the bylaws be available to...more

Blog: Individual Shareholder Proposals—Why Do They Do It?

This recent paper from the Rock Center for Corporate Governance at Stanford University, “Gadflies at the Gate: Why Do Individual Investors Sponsor Shareholder Resolutions?” attempts to answer a question I’ve been wondering...more

Corporate Social Responsibility and Compliance: Building Capacity to Respond to Stakeholder Demands

This is the second in a series of posts reflecting excerpts from a chapter that I authored on corporate social responsibility (“CSR”) for the Corporate Legal Compliance Handbook. CSR is dynamic: it is responsive to...more

Blog: Some Successful Approaches To Increasing Board Gender Diversity

A lot has been written about the benefits of gender diversity on boards. As discussed in Bloomberg, while “[e]quality is a worthy goal on its own terms, of course….for the corporate world, the better rationale for gender...more

Diversity on Corporate Boards

The issue of diversity has expanded from the workplace to the corporate boardroom, with initiatives spearheaded by investors and other stakeholders to address the lack of diversity on corporate boards. These initiatives are...more

6 Organisational Culture Warning Signs You Can’t Afford to Ignore

In a new white paper, Robert Smith, Director, Compliance & Ethics, Serco Group Plc shares a detailed account of the organisation’s journey from scandal back to cultural health—and lessons any organisation can learn from their...more

Replacement Of Lost Stock Certificate Is Not An Internal Affair, But So What?

U.S. District Court Judge Edward M. Chen recently ruled that a stockholder could maintain an action under California Corporations Code Section 419 for replacement of a lost, stolen or destroyed certificate. As just...more

Corporate Social Responsibility and Compliance: A Functional Convergence

This is the first in a series of posts reflecting excerpts from a chapter that I authored on corporate social responsibility (“CSR”) for the Corporate Legal Compliance Handbook. Originally published in Wolters Kluwer on...more

Financial Stability Board Launches Thematic Peer Review on Corporate Governance

The Financial Stability Board launched its thematic peer review regarding the implementation of the G20/Organisation for Economic Co-Operation and Development (OECD) Principles of Corporate Governance...more

Choosing an Accountant? Choose Wisely and You Could Avoid Shareholder Dispute Litigation!

When you find yourself involved in a minority shareholder dispute, whether you are the Company (majority), or the minority owners, the role of the company accountant is often somewhat unclear. The more experience your...more

Are You Ready to Disclose Your Environmental, Social, and Governance Risks?

Back in April, the Securities and Exchange Commission sought public comments on modernizing certain business and financial disclosure requirements in Regulation S-K. In their Concept Release, the SEC noted that some...more

The Rise of Principles-Based Corporate Governance

In late July, executives at thirteen major companies and investor institutions published and widely advertised their “Commonsense Principles of Corporate Governance” for public companies, boards of directors and shareholders....more

Heading Off Team Conflict

One of the things any Chief Compliance Officer (CCO), or indeed any business leader, must manage is team conflict. In a recent Harvard Business Review (HBR) article, entitled “How to Preempt Team Conflict”, Ginka Toegel and...more

Governance & Securities Law Focus: Latin America Edition, August 2016

This newsletter provides a snapshot of the principal US and selected global governance and securities law developments during the second quarter of 2016 that may be of interest to Latin American corporations and financial...more

Corporate Law & Governance Update - August 2016

The Hershey Governance Settlement - On Friday, July 29, the Pennsylvania Attorney General, the Hershey Trust Company and the Milton Hershey School, entered into a written settlement resolving an investigation conducted...more

New Nasdaq Disclosure Requirement–Third-Party Payments to Directors

Effective August 1, 2016, new Nasdaq Rule 5250(b)(3) requires Nasdaq-listed companies to disclose the material terms of all agreements and arrangements between a director or director nominee and a third party related to...more

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