Corporate Governance

News & Analysis as of

Ethics And Compliance Initiative Provides Guidance On Establishing High Quality E&C Programs

The Ethics and Compliance Initiative has released a report of its blue ribbon panel on the Principles and Practices of High-Quality Ethics & Compliance Programs, designed to provide practical guidance for companies that want...more

Survey says… New trends from corporate in-house counsel

Recently, Kroll and Kroll Ontrack surveyed over 170 corporate in-house counsel to share their perspectives on modern legal challenges facing organizations. We asked about some of the most pressing issues – from big data and...more

FDIC Provides Corporate Governance Guidance to Community Banks

The FDIC issued a special edition of Supervisory Insights, “A Community Bank Director’s Guide to Corporate Governance: 21st Century Reflections on the FDIC Pocket Guide for Directors.” This special corporate governance...more

Compliance 2.0: DOJ Pushes the Compliance Agenda

The FCPA Paparazzi have a thick head and a stubborn chin. They just do not understand the significance of Compliance 2.0 to corporate governance and they blindly adhere to simplistic, yet unexplained, solutions to complex...more

2016 NACD Private Company Governance Survey Results

The National Association of Corporate Directors (NACD) recently released its 2015-2016 NACD Private Company Governance Survey. In an article in the March 2016 edition of “Private Company Director” – a monthly publication...more

Shakespeare Week – Part I: Henry IV, Part II – Lawyers and Compliance

What is the most famous line in Shakespeare about lawyers? That is an easy one because lawyer-haters across the world (and lawyer-lovers as well) know it – First thing we do is kill all the lawyers. It comes from Henry IV,...more

New Proposed Rules on Banker Incentive Compensation Released

The National Credit Union Administration, or NCUA, became the first of six Agencies to unveil a revised rule proposal under Section 956 of the Dodd-Frank Act: prohibiting incentive-based payment arrangements that the...more

Blog: Equilar Report On Trends In Director Stock Ownership Guidelines

The consulting firm Equilar has recently issued a Report on its study of trends in the design and prevalence of director stock ownership guidelines among Fortune 100 companies. The study looked at the fiscal years 2012, 2013...more

DLA Piper's 2016 Compliance & Risk Report: What CCOs need to know

With federal agencies turning up the heat and investigative and enforcement activities on the rise, 81 percent of compliance officers are increasingly apprehensive about their personal liability in situations of corporate...more

Governance & Securities Law Focus: Asia Edition, April 2016

In this newsletter, we provide a snapshot of the principal US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions. Please see full...more

Court of Chancery Eyes Duties in Deals Involving Stockholder

To determine the applicable standard of review in a stockholder challenge to a corporate transaction, a plaintiff may rebut the business judgment rule by pleading facts that support a reasonable inference that "a controlling...more

A Lofty Concept: Disclosure Effectiveness

Even before the JOBS Act had been proposed, policymakers focused on the downturn in the number of initial public offerings (IPOs) speculated that the burdensome disclosure requirements applicable to public companies were...more

FDIC Provides Commentary on Responsibilities and Duties of Banks’ Boards of Directors

On April 5, the FDIC issued a special Corporate Governance Edition of its Supervisory Insights publication titled, “21st Century Reflections on the FDIC Pocket Guide for Directors.” The new edition provides guidance to...more

Finding “Compliance” Religion

One of the more cynical “commitments” to compliance occurs when a company embraces compliance for the first time in response to a government investigation.  I call this  — finding “compliance” religion. When a company is...more

EHRC supports a boost for board diversity

Board diversity is a hot topic in the City. Accordingly, it is no surprise that on 23 March 2016 the Equality and Human Rights Commission (the EHRC) shared new non-binding guidance for companies entitled: "How to improve...more

IPO Guide

We have organized this booklet into three major chapters. In Chapter One, we discuss the period leading up to a decision to proceed with an initial public offering, with a focus on the prerequisites to, as well as the...more

BP, Executive Pay and the Surfin’ Bird

Surf music is certainly an under-rated rock and roll genre. One of my favorites is The Trashmen’s Surfin’ Bird. It reached Number 4 on the Billboard Chart in 1963. I happened to hear it recently when I was reading about some...more

Governance & Securities Law Focus: Europe Edition, April 2016

In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. Please see full Newsletter below for more...more

Recent SEC Enforcement Actions and Public Commentary Demonstrate the Commission’s Continued Focus on Internal Control Failures

We have previously written about how, over the past few years, the SEC and other regulatory agencies have devoted substantial resources to investigations regarding allegations that public companies have inadequate internal...more

New report finds executives “placing their heads in the sand” on cybersecurity

A new report commissioned by Tanium and Nasdaq finds that 90% of corporate executives admit that they can’t read a cybersecurity report and up to 40% of corporate executives do not feel personally responsible for...more

Blog: Shareholder Proposals To Exclude The Impact Of Buybacks From Executive Comp Metrics — Will They Become A New Trend?

A recurring demand by hedge funds activists is that the target company return capital to its shareholders by buying back its own stock. Data compiled by S&P and Bloomberg shows that companies in the S&P 500 spent 95% of their...more

Recent SEC Enforcement Actions and Public Commentary Demonstrate the Commission’s Continued Focus on Internal Control Failures

We have previously written about how, over the past few years, the SEC and other regulatory agencies have devoted substantial resources to investigations regarding allegations that public companies have inadequate internal...more

The Financial Report - Volume 5, No. 7 - April 2016 (Global)

- United States US indicts Iranian computer specialists for cyberattacks on banks and a dam. The New York Times reported that the Justice Department unsealed an indictment against seven Iranian computer specialists who...more

FDIC’s Corporate Governance Guidance Reinforces Board of Directors’ Role in Cybersecurity Preparedness

The Federal Deposit Insurance Corporation has long considered a community bank’s board of directors as one of the most important elements in the successful operation of a bank. Nearly thirty years ago, the FDIC issued its...more

SEC Chair Wants Unicorns to Behave (More Like Public Companies)

On March 31, 2016, US Securities and Exchange Commission (SEC) Chair Mary Jo White delivered a keynote address at the SEC-Rock Center for Corporate Governance indicating that the SEC is increasing its focus on large private...more

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