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Corporate Governance

Leadership Lessons from James Madison

by Thomas Fox on

I continue my leadership series based upon the lives of US Presidents by looking at leadership lessons from the fourth President, James Madison. Madison lived a life full enough for several people. He served as both a member...more

Securities regulators provide enhanced guidance on material conflict of interest transactions

by Dentons on

On July 27, 2017, staff of securities regulatory authorities in each of Ontario, Québec, Alberta, Manitoba, and New Brunswick (together, Staff) published a notice (Notice) setting out the recent experiences and approach of...more

Wake Up and Mind Your Culture — Practical Approaches to Managing a Company’s Culture

by Michael Volkov on

Ethical culture is the flavor of the year these days. We are seeing more postings and articles about the importance of ethical culture, and even pushing the idea of measuring and monitoring culture....more

Leadership Lessons from Dunkirk

by Thomas Fox on

There are several leadership lessons which I believe can be learned from the British (and German) experiences at Dunkirk, which was a series of battles, campaigns and events that lasted from May 25, 1940 until June 4, 1940....more

Requisitioned meeting breaks deadlock

by Dentons on

A deadlocked board of directors, talk of a “public flogging”, and a court reluctant to intervene. The case of Goldstein v. McGrath is a colourful recent example of a requisitioned public company shareholders’ meeting, with...more

Corporate Law & Governance Update - August 2017

by McDermott Will & Emery on

A new article published in the Harvard Business Review confirms that the preservation of reputation continues to be a significant motivating concern for individual board members. This is a factor that should be taken...more

Every CCO Needs Authority + Autonomy + Resources

by Michael Volkov on

Chief compliance officers are the rising stars in the corporate governance world. However, CCOs have to avoid complacency. CCOs have a lot more to accomplish — it is almost as if the profession has put its collective foot...more

Procurement Pressure: The Convergence Of Supply And Compliance

by Thomas Fox on

With a growing number of complex regulations and directives, the only thing that is constant right now in the regulatory environment is change. Supply chain leaders and compliance professionals alike continue to grapple with...more

Establishing an Effective Compliance Management System for Financial Services

by Pepper Hamilton LLP on

The CFPB has generated acute awareness of the term “compliance management system” (CMS) through its highly publicized consent orders. Since it began issuing orders in 2011, the CFPB has invariably cited “significant...more

Major Stock Index Providers to Limit Inclusion of Multi-Class Companies: What it Means and Why it Matters

Major index providers S&P Dow Jones, FTSE Russell, and MSCI recently adopted, or are in the process of considering, changes to their index eligibility rules that could significantly impact companies that have, or that are...more

Get Your Board On Board

by Michael Volkov on

Sometimes my references to Seinfeld episodes or Curb Your Enthusiasm vignettes do not work or can charitably be characterized as a little off. Nonetheless, I press on....more

Governance & Securities Law Focus: Latin America Edition - August 2017

by Shearman & Sterling LLP on

This newsletter provides a snapshot of the principal US and selected international governance and securities law developments during the second quarter of 2017 that may be of interest to Latin American corporations. Please...more

Good-Bye to the Wichita Lineman – Know Your Values and Stay True to Them

by Thomas Fox on

Glen Campbell died yesterday. He was truly an American original. He grew up dirt poor, as a sharecropper’s son, near Delight (pronounced DEE-light), Arkansas and went onto to achieve worldwide fame. While many will remember...more

Corporate Finance Alert: Global Index Providers Announce Decision to Exclude Companies with Multi-class Capital Structures or...

In July 2017, global index providers S&P Dow Jones (S&P DJI) and FTSE Russell (FTSE) announced changes to their index eligibility rules, with S&P DJI excluding from certain of its indices companies with multi-class capital...more

Blog: Asset Managers Support Shareholder Proposals For Board Diversity—Will It Make A Difference?

by Cooley LLP on

There’s been chatter about board gender diversity for a long time and, while there has been some modest progress, we have yet to see any dramatic breakthroughs. Now some of the largest asset managers are not just talking the...more

Fed Seeks Comment on Corporate Governance Proposal for Financial Institutions

In June, Treasury issued a report noting that it believes duties imposed on bank boards are too voluminous, lack appropriate tailoring, and undermine the important distinction between the role of management and that of boards...more

Blog: Major Indices Announce Decisions To Exclude Companies With Multi-Class Share Structures

by Cooley LLP on

Earlier this week, the S&P Dow Jones Indices announced that the S&P Composite 1500 and its component indices (the S&P 500, S&P MidCap 400 and S&P SmallCap 600) will no longer add companies with “multiple share class...more

Workplace Ethics & Culture: What the Uber Board Report Means for Compliance Officers

by Thomas Fox on

A compliance perspective on one of the most unique corporate documents you will ever see....more

Investors’ Climate Change Voting Records Face Scrutiny

by Dorsey & Whitney LLP on

Companies who engage with their large institutional shareholders on environmental and social issues during the 2018 proxy season should keep in mind that these investors are facing pressure from other investors on their...more

Evolution of Your Compliance Program

by Thomas Fox on

One of the most consistent themes from the Department of Justice (DOJ) regarding Foreign Corrupt Practices Act (FCPA) compliance programs has been continuous evolution. As far back as 2009, I heard Lanny Breuer say that your...more

Another “Best Practices” May Not Be Best After All

by Allen Matkins on

For years, I’ve been critical of governance experts who promote “best practices” without any basis that these practices are actually effective, much less the best. For example, the Harvard Law School’s Shareholder Rights...more

How Do You Define a Compliance Program Failure?

by Michael Volkov on

In our perpetual quest for simplicity, sometimes we fail to understand the complexity of an issue. In the corporate world, if you ask board members and CEOs how they would define a compliance program ”failure,” I am sure...more

Blog: Is The Noose Tightening Around The Shareholder Proposal Rules?

by Cooley LLP on

In remarks this week before the Chamber of Commerce, new SEC Chair Jay Clayton indicated that the SEC will be taking a hard look at the shareholder proposal rules. As reported in thedeal.com, Clayton advised that it is “very...more

Paths to social risk reform for the Hong Kong financial markets

by DLA Piper on

The Asia-Pacific business environment is rife with social risk, manifested as human trafficking, forced labour, modern day slavery, child labour, safety and work environment issues, and other labour rights violations. In the...more

Delaware Governor Signs Groundbreaking Blockchain Legislation into Law

by Morrison & Foerster LLP on

On July 21, 2017, following last June’s announcement that the Delaware House of Representatives had passed (with near unanimity) blockchain-related provisions proposing to amend several sections of the Delaware General...more

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