Corporate Governance

News & Analysis as of

The FIFA Flop: Why Anti-Bribery Training is More Important Than Just Knowing How To Play The Game

Brazil passed their new anti-bribery law back in January. Only a couple of months before the 2014 World Cup was set to start, Brazil, the host country of the famous “football” world championship, offered guidance about their...more

Counsel to the Company: A Framework for Corporate Governance

As a threshold matter, counsel must identify, and remain clear as to, the identity of its client, which may be the company or a subsidiary, the Board or Board committee, or one or more executives. The identity of the client...more

Texas Supreme Court Rejects a General Cause of Action for Minority Shareholder Oppression

The Supreme Court of the State of Texas recently issued a significant opinion relating to the remedies available to minority shareholders of Texas corporations. In Ritchie v. Rupe, No. 11-0447 (Tex. June 20, 2014), available...more

3 Questions To Help Develop Ethics and Compliance KPIs (Beyond Business Ethics Training Scores and Whistleblower Hotline Calls)

It’s no secret that ethics and compliance professionals struggle with measuring the effectiveness of their programs. Sometimes the “well, we have to do it anyway” mentality can preclude any attempt at real measurement and...more

Adoption of Fee-Shifting Bylaws by Pennsylvania Corporations

Recently, there has been some unusual excitement in the corporate bar in Delaware after the Supreme Court of Delaware held that a nonstock corporation could adopt a bylaw requiring a losing plaintiff in a lawsuit involving...more

Have Your Directors Met Their Revlon Duties? Delaware Court Dismisses Strike-Suit Allegations as Merely Cosmetic

In a virtual course on how to bring—or not bring—an M&A strike suit, on June 30, a Delaware Chancery Court dismissed all shareholder claims against a merger target and its acquirer, ending nearly two years of litigation. ...more

So Your Employer Is Being Acquired? Consideration for the management team in a sale to a private equity buyer

Being acquired by a private equity firm is both a stressful and exciting time for the management team of any business. In addition to your traditional duties of actually running a successful company, you will also be called...more

CCOs Need a Seat at the Table

Chief Compliance Officers are moving up the corporate ladder. They are being separated out of the legal function and empowered to exercise greater authority in the company. Research already has shown that this structure...more

The Resilient Rights Plan: Recent Poison Pill Developments and Trends

Shareholder rights plans were developed more than 30 years ago to fend off opportunistic hostile offers and other abusive takeover transactions. Rights plans deter unauthorized stock accumulations by imposing substantial...more

How A Failure to Set Tone-at-the-Top Led to a Fractured Vertebra

What does ‘Tone-at-the-Top’ mean to any anti-bribery or anti-corruption program? Conversely, what if management says to do the right thing but only judges employees on their sales; what is the message that only ‘Talking The...more

OECD calls for increased focus on Outsourcing, IT and Supplier Risk

At a recent conference, the Twelfth Annual Corporate Accountability Conference, 12 June 2014, Cercle National Des Armées, Paris, Pierre Poret, Counsellor, Directorate for Financial and Enterprise Affairs at the The...more

Top 5 Actions to Consider for the New York Not-for-Profit Law Overhaul Effective on July 1

On July 1, 2014, the New York Nonprofit Revitalization Act (the “Act”) took effect. The Act is the most significant modification of New York’s Not-for-Profit Corporation Law (the “NPCL”) in approximately 40 years. New...more

Compliance in the C-Suite

The ongoing debate whether certain executives are “too big to jail” misses the most important trend in corporate governance – namely, that criminal conduct is rising in the C-Suite. Viewed from a broad perspective, since...more

Gettysburg Day 2 – A Failure of Culture in Leadership and How to Overcome It

Today is the 151st anniversary of Day 2 of the Battle of Gettysburg. Last year I focused on Union General Dan Sickles and how is disobeying of his commanding officer’s order, destroyed his brigade and ended his military...more

Cybersecurity: Having a Privacy Policy is Not Enough

With the rash of significant data security incidents that occurred in 2013 and have continued to this day, it is increasingly important for companies to have an updated cybersecurity preparedness plan. The World Economic...more

Empowering the Chief Compliance Officer: A Recipe for Effective Compliances

The most significant corporate governance trend in the last five years has been the rise of the chief compliance officer. No longer shuffled off to the back benches of corporate governance, corporate executives are...more

How Broad Was That Bylaw?

In yesterday’s posting, I noted a recent Form 8-K filing that discloses the adoption of a fee-shifting bylaw. In ATP Tour, Inc. v. Deutscher Tennis Bund, 2014 Del. LEXIS 209 (Del. May 8, 2014), the Delaware Supreme Court...more

Public Company Adopts Fee Shifting Bylaw

The Delaware Supreme Court caused quite a stir when it concluded that a fee shifting bylaw adopted by a non-stock corporation did not run afoul of the Delaware General Corporation Law. ATP Tour, Inc. v. Deutscher Tennis...more

SEC Chair White Discusses Directors’ Responsibilities

In a recent speech at the Stanford Directors’ College, SEC Chair Mary Jo White discussed several “things that directors should know about the SEC.” Her speech focused on directors as gatekeepers, self-reporting of wrongdoing,...more

CCOs Need To Adopt Their Own Code of Conduct

As CCOs become a key player in the corporate governance world, ethics and compliance leaders are developing principles to be used by compliance pofessionals. It is a natural process that reflects the growing...more

Commissioner Aguilar Addresses Boards’ Focus on Cybersecurity

One June 10th SEC Commissioner Luis Aguilar made a speech before the New York Stock Exchange, and he took the opportunity to discuss good corporate governance as it relates to cybersecurity and boards of directors....more

‘Transparency and Trust’: Proposed Changes to Company Law in the UK

On 25 June 2014, the Government published the Small Business, Enterprise and Employment Bill. It includes a wide range of measures designed to improve the legislative environment for small businesses and incorporates...more

Exclusive Forum Provisions: A New Item for Corporate Governance and M&A Checklists

Public companies increasingly are adopting “exclusive forum” bylaws and charter provisions that require their stockholders to go to specified courts if they want to make fiduciary duty or other intra-corporate claims against...more

What Are the Regulators Thinking?

Recently the New England Chapter of the National Association of Corporate Directors presented a distinguished panel of current and former securities regulators discussing enforcement and governance issues facing boards of...more

Defining Corporate Governance: Decisions, Direction, Culture and Risk

When reading about corporate governance, it is hard not to get frustrated. So-called “experts” in the field provide little practical advice but are filled with platitudes that apply to corporate boards, senior management and...more

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