News & Analysis as of

Corporate Governance

Implementation Decree for the Say-on-Pay Provisions of the Loi Sapin II Adopted

by Jones Day on

Adopted on 8 November 2016, the Sapin II Act (Loi Sapin II) introduced a compulsory ex ante vote on remuneration policy and an ex post vote on the amount of remuneration received in accordance with the policy passed the...more

The Compliance Profession Needs to Adopt Professional Standards

by Michael Volkov on

Those who regularly read my blog have heard me often cite the need for the compliance profession to adopt professional standards. With the rise of the profession, and the expectations placed on the shoulders of compliance...more

Amendments to the German Corporate Governance Code for 2017 Published and In Force

by Jones Day on

On 24 April 2017, the Corporate Governance Committee established by the German Federal Government (Regierungskommission Deutscher Corporate Governance Kodex) officially published various amendments to the German Corporate...more

Officers Of Foreign Corporations And The California Courts

by Allen Matkins on

Yesterday’s post concerned Section 2116 of the California Corporations Code. Courts sometimes describe Section 2116 as codifying the internal affairs doctrine. See, e.g., Vaughn v. LJ Internat., Inc., 174 Cal. App. 4th 213,...more

Thwarting Shareholder Activism Through Engagement

As the 2017 proxy season draws to a close for most companies, it is obvious that shareholder activism remains alive and well, though the actual number of public activist campaigns appears to have tapered off slightly as...more

Operationalizing Compliance: Part II – Breaking Through Obstacles

by Thomas Fox on

This week I am engaging in a week-long series on how a Chief Compliance Officer (CCO) or compliance practitioner might think about operationalizing a compliance program with other corporate functions and disciplines. I am...more

Blog: Are Lone-Insider Independent Boards Too Much Of A Good Thing?

by Cooley LLP on

At more than half of the companies in the S&P 1500, the CEO is the lone board insider, according to this study and the related article in the WSJ. Isn’t that a good thing? Maybe not, say the authors, whose study showed that...more

FCPA Compliance Report-Episode 328, Chris McNett on State Street Global Advisors' ESG Institutional Investor Survey [Video]

by Thomas Fox on

In this episode I visit with Chris McNett, the State Street Global Advisors' Head of Environmental, Social and Governance on SSGA's ESG Institutional Investor Survey. Topics include: 1. What was the reason for the State...more

Operationalizing Compliance: Part I – It All Starts with Pizza

by Thomas Fox on

With the release of their Evaluation of Corporate Compliance Programs (Evaluation) in February, the Department of Justice (DOJ) emphasized yet again the importance of actually doing compliance and not simply having a paper...more

More On Revlon Duties In California

by Allen Matkins on

Following yesterday’s post concerning the status of Revlon duties in California, I received a note from Suzanne Weakley, an attorney at the California Continuing Education of the BAR (aka the CEB). For those readers not...more

In Case You Missed It - Interesting Items for Corporate Counsel - May 2017

by Stoel Rives LLP on

The SEC has been relatively quiet since November because it has been without a chair or a full board. At least one of those issues was resolved last week when Jay Clayton was sworn in as the SEC Chair. See here. Nine...more

Dual-Class Stock and Private Ordering: A System That Works

Dual-class stock has become the target of heightened attention, particularly in light of Snap’s recent IPO. While the structure remains popular for companies trying to respond to the short-term outlook of public...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

The SEC hasn’t had much luck with its attempts so far to hold MBS traders responsible for allegedly lying to customers about MBS prices. Yet on the Monday’s charges against ex-Nomura traders suggests that the agency’s not...more

Effective Compliance and the Importance of Accounts Payable Function

by Michael Volkov on

As the compliance function has matured, Chief Compliance Officers have built important relationships with related functions that are critical to the compliance function. Over the last few years, we have seen the Justice...more

Alert: New Pubcos Should Consider Defensive Health in Light of ISS/GL Recommendations

by Cooley LLP on

ISS and Glass Lewis are continuing to apply special scrutiny to certain corporate governance provisions of "newly public" companies (generally, companies that have gone public in 2014 or later). In short, the latest policies...more

Alberta Government to Strengthen Powers Related to Securities Investigations

by Bennett Jones LLP on

On Monday, May 8, 2017, the Finance Minister introduced Bill 13: Securities Amendment Act, 2017. As described to the media, and during First Reading, the Bill aims to strengthen investor protection by amending and updating...more

Did The Harvard Shareholder Rights Project Prove Itself Wrong?

by Allen Matkins on

In December 2014, Stanford Law School Professor Joseph A. Grundfest and Daniel M. Gallagher incited an academic titanomachy when they released a draft of an academic paper provocatively entitled “Did Harvard Violate Federal...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

An EU high court opinion yesterday about a trade deal with Singapore could throw yet another stumbling block in the way of Britain’s exit of the union. Read on for more on the intricacies of the EU division of competencies....more

How Long Is Too Long for a CEO?

by Davis Wright Tremaine LLP on

Bill Marriott Jr. sat down for an interview recently with family business consultant Andrew Keyt and the Wall Street Journal’s Kate Linebaugh. The real impulse for the article was Mr. Marriott’s decision to reach outside the...more

Data Privacy and Security – What is the Difference?

by Michael Volkov on

The terms “Data Privacy and Security” are being thrown around a lot lately. Just recently, England’s health services and medical facilities were shut-down and the target of a ransom note (demanding, of course, payment in...more

Promoting Ethics on the Front Line

Encouraging employees to ‘do the right thing’ and apply their organisation’s core values is of utmost importance. How can this be achieved in practice by organisations that employ thousands of employees around the world, who...more

The OECD’s View on Integration of ESG Issues into Investments – What Next?

by Latham & Watkins LLP on

The Organisation for Economic Co-operation and Development (OECD) published a report (OECD Report) on investment governance and integration of environmental, social and governance (ESG) factors on 2 May 2017. The OECD Report...more

OCC to Move Forward with Considering Fintech Charter Applications

The OCC’s announcement to move forward considering fintech charter applications has potentially significant industry, policy and practical implications. This presentation explores industry reaction to the OCC’s decision,...more

Blog: So You Want to Be a “B Corp.” — What Does That Mean?

by Cooley LLP on

Many of our clients approach us with some variation of “We want to be a B Corp.” What does that mean exactly? The term “B Corp” is often used interchangeably to refer to both benefit corporations and Certified B Corporations,...more

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