Corporate Governance

News & Analysis as of

Federal Regulator Issues Proposed Rule Aimed at Incentive Compensation Policies of Banking Organizations

On April 21, 2016, the National Credit Union Administration (collectively, with the Office of the Comptroller of the Currency, Treasury, Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation,...more

May the Fourth Be With You – The Norwegian Sovereign Wealth Fund Awakens to Good Corporate Governance

May 4th is universally recognized (at least in the universe I inhabit) as Star Wars Day. According to Wikipedia, “May 4 is called Star Wars Day because of the popularity of a common pun spoken on this day. Since the phrase...more

Simple Majority Voting And The Magna Carta

Some activists are continuing to submit stockholder proposals seeking the implementation of “simple majority voting”.  For example,  Morgan Stanley’s 2016 proxy statement includes the following proposal from Newground Social...more

U.S. - India Newsletter Vol. 2016, Issue 2

Welcome to the second issue of our newsletter, which features news and articles of interest from Pepper’s U.S.-India Practice. In the first quarter of 2016, we saw a lot of activity in the international data privacy...more

Blog: 2016 Global Board Of Directors Survey Highlights Differences In Viewpoints Between Male And Female Directors, Particularly...

The inaugural 2016 Global Board of Directors Survey of more than 4,000 directors of both public and large, privately held companies from 60 countries conducted by Spencer Stuart, the WomenCorporateDirectors (WCD) Foundation...more

Five Nutshell Questions about Cybersecurity for the Board of Directors

On April 29, 2016, the Council of Institutional Investors (CII) published its new Special Report, Prioritizing Cybersecurity: Five Investor Questions for Portfolio Company Boards. ...more

Cybersecurity, Corporate Governance, and Risk Management: Best Practices

As litigators, we help clients resolve conflicts that have matured into disputes. In the realm of cybersecurity, we defend claims brought by private parties or governmental entities against companies facing the fallout from...more

UK Financial Regulatory Developments - April 2016 #22

TCFD consults on forthcoming work - TCFD has launched a questionnaire seeking views to inform its thinking throughout the year whilst its recommendations are still under development. The consultation asks questions on...more

Nutter Bank Report, April 2016

The Nutter Bank Report is a monthly publication of the firm's Banking and Financial Services Group. Headlines 1. FDIC Approves Proposed Rule to Limit Incentive-Based Compensation Arrangements 2. Congress Considers...more

Blog: Ethics And Compliance Initiative Provides Guidance On Establishing High Quality E&C Programs

The Ethics and Compliance Initiative has released a report of its blue ribbon panel on the Principles and Practices of High-Quality Ethics & Compliance Programs, designed to provide practical guidance for companies that want...more

Survey says… New trends from corporate in-house counsel

Recently, Kroll and Kroll Ontrack surveyed over 170 corporate in-house counsel to share their perspectives on modern legal challenges facing organizations. We asked about some of the most pressing issues – from big data and...more

FDIC Provides Corporate Governance Guidance to Community Banks

The FDIC issued a special edition of Supervisory Insights, “A Community Bank Director’s Guide to Corporate Governance: 21st Century Reflections on the FDIC Pocket Guide for Directors.” This special corporate governance...more

Compliance 2.0: DOJ Pushes the Compliance Agenda

The FCPA Paparazzi have a thick head and a stubborn chin. They just do not understand the significance of Compliance 2.0 to corporate governance and they blindly adhere to simplistic, yet unexplained, solutions to complex...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

Shakespeare Week – Part I: Henry IV, Part II – Lawyers and Compliance

What is the most famous line in Shakespeare about lawyers? That is an easy one because lawyer-haters across the world (and lawyer-lovers as well) know it – First thing we do is kill all the lawyers. It comes from Henry IV,...more

New Proposed Rules on Banker Incentive Compensation Released

The National Credit Union Administration, or NCUA, became the first of six Agencies to unveil a revised rule proposal under Section 956 of the Dodd-Frank Act: prohibiting incentive-based payment arrangements that the...more

Blog: Equilar Report On Trends In Director Stock Ownership Guidelines

The consulting firm Equilar has recently issued a Report on its study of trends in the design and prevalence of director stock ownership guidelines among Fortune 100 companies. The study looked at the fiscal years 2012, 2013...more

DLA Piper's 2016 Compliance & Risk Report: What CCOs need to know

With federal agencies turning up the heat and investigative and enforcement activities on the rise, 81 percent of compliance officers are increasingly apprehensive about their personal liability in situations of corporate...more

Governance & Securities Law Focus: Asia Edition, April 2016

In this newsletter, we provide a snapshot of the principal US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions. Please see full...more

Court of Chancery Eyes Duties in Deals Involving Stockholder

To determine the applicable standard of review in a stockholder challenge to a corporate transaction, a plaintiff may rebut the business judgment rule by pleading facts that support a reasonable inference that "a controlling...more

A Lofty Concept: Disclosure Effectiveness

Even before the JOBS Act had been proposed, policymakers focused on the downturn in the number of initial public offerings (IPOs) speculated that the burdensome disclosure requirements applicable to public companies were...more

FDIC Provides Commentary on Responsibilities and Duties of Banks’ Boards of Directors

On April 5, the FDIC issued a special Corporate Governance Edition of its Supervisory Insights publication titled, “21st Century Reflections on the FDIC Pocket Guide for Directors.” The new edition provides guidance to...more

Finding “Compliance” Religion

One of the more cynical “commitments” to compliance occurs when a company embraces compliance for the first time in response to a government investigation.  I call this  — finding “compliance” religion. When a company is...more

EHRC supports a boost for board diversity

Board diversity is a hot topic in the City. Accordingly, it is no surprise that on 23 March 2016 the Equality and Human Rights Commission (the EHRC) shared new non-binding guidance for companies entitled: "How to improve...more

IPO Guide

We have organized this booklet into three major chapters. In Chapter One, we discuss the period leading up to a decision to proceed with an initial public offering, with a focus on the prerequisites to, as well as the...more

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