Corporate Governance

News & Analysis as of

The Oman Update - 1161

Amending certain provisions of the rules and conditions for the election of members of boards of directors of public joint stock companies, and the provisions relating to their responsibilities (issued by MD 137/2002)....more

Match Made in Heaven: Compliance and Human Resources

The corporate compliance function is only as successful as its partnerships with key internal constituencies. Depending on the company and the personnel involved, compliance has to establish and maintain effective working...more

California’s D&O Loan Ban And Advancement Of Expenses

Yesterday’s post outlined the general scope of the ban on loans to directors and officers found in Section 315 of the California Corporations Code. Because Section 315 doesn’t define “loan”, it may not always be clear...more

The Nitty-Gritty of How Automation Makes Compliance More Effective; Rob Warmack Explains

In a fun interview about a dry topic, I talk with Rob Warmack, CEO of Compli, on all the ways that automation helps companies and compliance programs. We even discuss how automation can make your General Counsel like you...more

Disclosure of Women on Boards and in Executive Officer Positions in Alberta

On September 14, 2016, the Alberta Securities Commission (ASC) released for comment its proposed amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices (PDF). The proposed amendments put forward...more

Ninth Circuit Holds SOX Gives SEC Power to Cause Executives to Disgorge Incentive Compensation Based on Others' Misconduct

Rule 13a-14 issued under the Sarbanes-Oxley Act (SOX) requires that Chief Executive Officers and Chief Financial Officers certify the accuracy of the public company’s financial statements. Section 304 of SOX states that CEOs...more

The Non-family CEO in the Family Business

In June of this year, Davis Wright Tremaine LLP hosted its fourth annual Farm to Label summit in Portland, Oregon. One of the programs of the day was a panel mediated by DWT’s Drew Steen on the role of a non-family member...more

Blog: Does A Low Favorable Vote For A Say-On-Pay Proposal Affect Directors’ Reputations Outside The Company?

As discussed in a PubCo post last week, say on pay has had some surprising consequences. While there hasn’t been much impact on the levels of executive pay, according to this paper, one group that have experienced some impact...more

Corporate Social Responsibility and Compliance: Commitment at the Top

This is the fifth in a series of posts reflecting excerpts from a chapter that I authored on corporate social responsibility (“CSR”) for the Corporate Legal Compliance Handbook. Integrating CSR into the framework of a...more

Recent Governance and Gift-Giving Guidance from the Non-Profit/Public Charities Division

The Non-Profit Organizations/Public Charities Division of the Office of the Attorney General (the “Division”) recently released helpful guidance regarding (i) good governance of charitable organization and (ii) the rules that...more

Blog: Are The Days Of “I’ll-Scratch-Your-Back” Cronyism History?

As discussed in a PubCo post last week, a theory that is currently gaining purchase is that, whether as a result of say on pay or otherwise, the increased influence of proxy advisory firms has led to a kind of homogenization...more

Alberta Securities Commission Proposes Adoption of Gender Diversity Disclosure Requirements

On September 14, 2016, the Alberta Securities Commission (ASC) published for comment proposed amendments to National Instrument 58-101 – Disclosure of Corporate Governance Practices and Form 8-101F1 – Corporate Governance...more

Environmental Transparency Becomes Obligatory in 2017 as EU Directive 2014/95 Comes into Effect

Unprecedented globalisation, coupled with significant concerns around climate change, has taken environmental and social responsibility from a voluntary concept to something more obligatory and enforceable. Consequently,...more

Quiet Period Best Practices

The insider trading policies of almost all public companies contain closely monitored “black out” periods that prohibit trades by designated classes of employees during certain periods in the company’s SEC reporting cycle....more

Small Issues Can Create Big Compliance Problems; Discussion with Jon Gonzalez

Jon Gonzalez and I discuss a few scandals from recent news when top leaders bend (or break) the rules and tell “white” lies. The reputation and financial impact can be big, even when the indiscretions seem small....more

The Financial Choice Act: Implications for the U.S. Securities Legal Framework

On September 13, 2016, the House Financial Services Committee of the United States House of Representatives (the “FSC”) formally released H.R. 5983, the “Financial CHOICE Act” (the “CHOICE Act”). While the CHOICE Act has...more

Blog: The Unintended Consequences Of Say On Pay

This post from the Columbia Law School CLS Blue Sky blog, “Should Say-on-Pay Votes Be Binding?,” by two executives from the Institute for Governance of Private and Public Organizations in Canada, in exploring the issue...more

U.S. Chamber of Commerce’s Center for Capital Markets Competitiveness Publishes Report on Reforming the Capital Markets

On September 12, 2016, the United States Chamber of Commerce’s Center for Capital Markets Competitiveness hosted a webinar to discuss the policy recommendations outlined in its report titled “A Plan to Reform America’s...more

My Ten Commandments of Goal Setting

In June, I attended a one-day event at the NYU Stern School of Business, hosted by Ethical Systems and the Behavioral Science and Policy Association. During one session, “Walking the Tightrope: Balancing Incentives to...more

Corporate governance: Tools for the job

Japan's corporate governance reforms hold promise of real change. Local and foreign observers have attributed the low "metabolism" of Japan's economy to the low productivity and comparatively low profitability of many...more

Fight, Flee, or Freeze: What’s Your Leadership Response Style?

Fear of the unknown, conflict, failure and change are all commonly experienced as the emotion of anxiety. In a professional setting, these emotions may translate into avoidance behaviors or defense mechanisms that may cloud...more

Chinese Companies Transacting in Canada — Deal’s Closed: Now What?

When Chinese and Canadian companies come together, whether it’s through a merger, joint venture or another arrangement where cultures will be meshed, tackling the cultural differences is critical. Culture isn’t about...more

Corporate Law & Governance Update - September 2016

The following developments from the past month offer guidance on corporate law and governance law as they may be applied to nonprofit health care organizations: BUSINESS ROUNDTABLE GOVERNANCE GUIDELINES - In an...more

SEC Proposes Rule Amendments to Require Issuers to Include Hyperlinks to Exhibits in Filings

On August 31, 2016, the Securities and Exchange Commission (SEC) proposed amendments to its forms and rules that would require issuers that file registration statements and periodic and current reports, which include exhibits...more

Turkey Corporate Newsletter - September 2016

Considering Becoming A Board Member? Read This First. Good corporate governance requires fully informed board members who are aware of their duties and the potential legal implications of their actions. Under the...more

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