Corporate Governance

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The Pitfalls of Using Technology to Improve Compliance Effectiveness; Cecelia Jefferson Explains [PODCAST]

Everybody has the intention of being committed to compliance, but when resources need to be devoted to compliance, the company’s true commitment comes into focus. Cecelia Jefferson is a strategic, multi-talented...more

Due Diligence Questions Chief Compliance Officers Should Ask In A Job Interview

The following guest post is by Maurice Gilbert, Managing Partner of Conselium Executive Search. Earlier this month I posed a question to Chief Compliance Officers around the world: “Since today’s regulatory climate means...more

Proposals for Employee representation at board level in UK companies

Theresa May, and latterly Owen Smith, have both announced their intention to put employees on company boards. Employee representation on company boards in Europe is commonplace and speculation is rife as to what model either...more

Who Signs The Bylaws?

I am occasionally asked who should sign the bylaws. The question presumes that bylaws must be signed. Although the California General Corporation Law requires that the original or a copy of the bylaws be available to...more

Blog: Individual Shareholder Proposals—Why Do They Do It?

This recent paper from the Rock Center for Corporate Governance at Stanford University, “Gadflies at the Gate: Why Do Individual Investors Sponsor Shareholder Resolutions?” attempts to answer a question I’ve been wondering...more

Corporate Social Responsibility and Compliance: Building Capacity to Respond to Stakeholder Demands

This is the second in a series of posts reflecting excerpts from a chapter that I authored on corporate social responsibility (“CSR”) for the Corporate Legal Compliance Handbook. CSR is dynamic: it is responsive to...more

Blog: Some Successful Approaches To Increasing Board Gender Diversity

A lot has been written about the benefits of gender diversity on boards. As discussed in Bloomberg, while “[e]quality is a worthy goal on its own terms, of course….for the corporate world, the better rationale for gender...more

Diversity on Corporate Boards

The issue of diversity has expanded from the workplace to the corporate boardroom, with initiatives spearheaded by investors and other stakeholders to address the lack of diversity on corporate boards. These initiatives are...more

6 Organisational Culture Warning Signs You Can’t Afford to Ignore

In a new white paper, Robert Smith, Director, Compliance & Ethics, Serco Group Plc shares a detailed account of the organisation’s journey from scandal back to cultural health—and lessons any organisation can learn from their...more

Replacement Of Lost Stock Certificate Is Not An Internal Affair, But So What?

U.S. District Court Judge Edward M. Chen recently ruled that a stockholder could maintain an action under California Corporations Code Section 419 for replacement of a lost, stolen or destroyed certificate. As just...more

Corporate Social Responsibility and Compliance: A Functional Convergence

This is the first in a series of posts reflecting excerpts from a chapter that I authored on corporate social responsibility (“CSR”) for the Corporate Legal Compliance Handbook. Originally published in Wolters Kluwer on...more

Financial Stability Board Launches Thematic Peer Review on Corporate Governance

The Financial Stability Board launched its thematic peer review regarding the implementation of the G20/Organisation for Economic Co-Operation and Development (OECD) Principles of Corporate Governance...more

Choosing an Accountant? Choose Wisely and You Could Avoid Shareholder Dispute Litigation!

When you find yourself involved in a minority shareholder dispute, whether you are the Company (majority), or the minority owners, the role of the company accountant is often somewhat unclear. The more experience your...more

Are You Ready to Disclose Your Environmental, Social, and Governance Risks?

Back in April, the Securities and Exchange Commission sought public comments on modernizing certain business and financial disclosure requirements in Regulation S-K. In their Concept Release, the SEC noted that some...more

The Rise of Principles-Based Corporate Governance

In late July, executives at thirteen major companies and investor institutions published and widely advertised their “Commonsense Principles of Corporate Governance” for public companies, boards of directors and shareholders....more

Heading Off Team Conflict

One of the things any Chief Compliance Officer (CCO), or indeed any business leader, must manage is team conflict. In a recent Harvard Business Review (HBR) article, entitled “How to Preempt Team Conflict”, Ginka Toegel and...more

Governance & Securities Law Focus: Latin America Edition, August 2016

This newsletter provides a snapshot of the principal US and selected global governance and securities law developments during the second quarter of 2016 that may be of interest to Latin American corporations and financial...more

Corporate Law & Governance Update - August 2016

The Hershey Governance Settlement - On Friday, July 29, the Pennsylvania Attorney General, the Hershey Trust Company and the Milton Hershey School, entered into a written settlement resolving an investigation conducted...more

New Nasdaq Disclosure Requirement–Third-Party Payments to Directors

Effective August 1, 2016, new Nasdaq Rule 5250(b)(3) requires Nasdaq-listed companies to disclose the material terms of all agreements and arrangements between a director or director nominee and a third party related to...more

[Webinar] Corporate Governance Essentials - Meritas Capability Webinar - August 17th, 1:00p.m. U.S. CDT

Every lawyer, no matter your practice area, should know some basics of corporate governance in order to properly service clients. This webinar is intended to provide some essential information about corporate governance in...more

Top Issues Facing Automotive Joint Ventures

Joint ventures can help automotive companies expand their businesses. Sometimes forming a JV is the only way for a company to enter a foreign market. Although JVs can take multiple shapes, they generally involve pooling...more

Do Securities Laws Apply to the Family Business?

Family-owned businesses, like other privately held businesses, are typically formed as corporations or limited liability companies (LLCs). They issue shares or LLC interests representing equity ownership. These equity...more

Best Practices for Cybersecurity in Vehicles

In response to increasing cybersecurity threats in vehicles, in 2015 the Automotive Information Sharing and Analysis Center (Auto-ISAC) was formed. Its member companies include all automakers operating in North America...more

Steps a Company Can Take to Inoculate Itself Against Shareholder Dispute Litigation

As discussed many times on this blog, shareholder dispute litigation can be extremely costly and terribly disruptive to company operations. From the company’s point of view, it should be avoided if at all possible. Once an...more

Blog: New UK Prime Minister proposes “something radical.” Could it happen here?

She may be the new leader of the Conservative Party, but her party affiliation may not be entirely obvious from the speech delivered in July by UK Prime Minister, Theresa May, launching her national campaign. In her vision...more

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