Corporate Governance

News & Analysis as of

Blog: Are Companies Now Quicker To Settle With Hedge Fund Activists?

According to data collected by Reuters, companies are settling with hedge fund activists “at the fastest pace since the financial crisis. The average number of days it takes companies to reach a settlement with activists...more

Tyranny of the Minority: North Carolina Business Court Explores Potential Fiduciary Duties of Minority Shareholders

The North Carolina Business Court recently issued an opinion considering whether a minority shareholder can ever be considered a “controlling shareholder” who owes a fiduciary duty to other shareholders. The court’s opinion...more

Australian Superannuation Update: Independent Directors Superannuation Governance Bill

On Wednesday, 16 September 2015, the government tabled legislation that, if passed, will impose, in the case of corporate trustees, a requirement that one third of directors be independent from the trustee with an independent...more

TSX Expands Exemptions Available to Interlisted Issuers

On September 10, 2015, the Toronto Stock Exchange (TSX) published a Notice of Amendments to the TSX's Company Manual. The Amendments modify, expand and formalize certain exemptions available to issuers listed on the TSX which...more

Addressing Cybersecurity in Board Committee Charters

As boards of directors have become more focused on their fiduciary duties to oversee cybersecurity, new governance practices have begun to develop. For example, many companies have shifted cybersecurity oversight from the...more

The VW Scandal: Insular Senior Management and Ethical Breakdowns

The Volkswagen scandal will be studied for years. One of many themes from the Volkswagen scandal will rest on the complete absence of any commitment to corporate governance. Volkswagen’s weird corporate structure (it is owned...more

Hong Kong Regulatory Update

This Hong Kong regulatory update is intended to provide a brief overview of the principal Hong Kong regulatory developments in the preceding three months relevant to companies listed or proposed to be listed on The Stock...more

EIOPA issues Solvency 2 guidelines translations

EIOPA has published its second set of Solvency 2 guidelines translated into all official languages. These cover areas from all the three pillars (quantitative requirements; governance requirements; reporting and disclosure)....more

TN Ethics Opinion Approves Lawyers’ Cloud Storage of Client Data

Tennessee has joined other states in formally approving lawyers’ cloud-storage of client-confidential data. The Board of Professional Responsibility (“BOPR”) held that lawyers ethically may use cloud storage for...more

Financial Regulatory Developments Focus - September 2015 #4

In this week's newsletter, we provide a snapshot of the principal US, European and global financial regulatory developments of interest to banks, investment firms, broker-dealers, market infrastructure providers, asset...more

New Round of SEC Cybersecurity Examinations of Financial Service Firms and Their Cyber Controls

The Office of Compliance Inspections and Examinations (the OCIE) has just published a new Risk Alert on cyber risks and precautions identifying specific areas it will be focusing on during the second round of examinations of...more

Monitors Third Annual Report

This is the third annual report of the independent athletics integrity monitor (“Monitor”) pursuant to article IV of the Athletics Integrity Agreement (“AIA”) among the National Collegiate Athletic Association (“NCAA”), The...more

"SEC Issues Cybersecurity Initiative"

On September 15, 2015, the U.S. Securities and Exchange Commission (the “SEC”) issued a risk alert release announcing that the Office of Compliance Inspections and Examinations (“OCIE”) will be conducting a new Cybersecurity...more

Chancery Dismisses Complaint for Failure to Allege Noncompliance

A principal difference between alternative entities and corporations under Delaware law is the ability in the former to modify or eliminate fiduciary duties. A Delaware court is required by statute to give effect to the...more

The Stockholders Agreement: a Key Item in the Startup Toolbox

Last week’s post laid out a checklist of legal documents and concepts that are important to early stage companies, and provided a brief summary of each. This post is the first in a series that will examine those documents in...more

Department of Justice Focuses on Individual Accountability

In a move certain to attract the attention of corporate executives, the Department of Justice, on September 9, 2015, issued a new policy memorandum regarding the prosecution of individuals in corporate fraud cases. Titled...more

Corporate Wrongdoing: More Civil and Criminal Liability for Individuals?

The US Department of Justice has issued a memorandum to all of its prosecuting Divisions, directing changes to the principles applied by DOJ in prosecuting civilly or criminally individuals who engage in corporate misconduct....more

OCIE to Conduct More Cybersecurity Exams

This week the SEC’s Office of Compliance Inspections and Examinations (“OCIE”) announced a second-round of cybersecurity examinations, continuing its initiatives on the issue. The move follows the SEC’s: March 2014 roundtable...more

New Department of Justice Memo to Increase Prosecutions of White Collar Executives and Other Employees

New policy changes implemented by the Department of Justice have potentially significant implications for companies and individuals facing DOJ investigations. The new policy may create additional obstacles for companies...more

Agatha Christie and Building Ethical Culture in an Organization

On this day in 1890, Mary Clarissa Agatha Miller, who later became known as Agatha Christie, was born in Torquay, Devon, England. As a youngster, she and her sister, Madge, made up thrilling stories to tell each other. As...more

“Individual Accountability for Corporate Wrongdoing”: A Sea Change Or Not?

On Thursday, September 10, 2015, Deputy Attorney General Sally Quillian Yates delivered remarks announcing a memorandum delivered to all federal prosecutors, including the Antitrust Division: “Individual Accountability for...more

Executives Beware: The DOJ and SEC Have Set Their Sights on Individual Wrongdoing

The DOJ’s Yates Memo makes individual prosecutions a higher priority and makes a company’s own identification of potentially culpable individuals an explicit factor in assessing cooperation credit....more

DOJ Focuses on Individuals in Corporate Wrongdoing

United States Deputy Attorney General Sally Q. Yates issued a September 9 memo directing increased focus on individual culpability in matters of corporate wrongdoing. The memo highlights six policy directives – some existing,...more

Farewell to a First and a Change in FCPA Investigative Focus

Moses Malone died yesterday. I do not often have the chance to celebrate a true first but Malone was a true first. The first high school basketball player to go from high school to professional basketball, when he was drafted...more

New DOJ Policy Regarding Individual Accountability for Corporate Wrongdoing

On September 9, 2015, the U.S. Department of Justice announced a new policy regarding individual accountability for corporate misconduct. The policy, described in a memo authored by Deputy Attorney General Sally Yates,...more

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