Corporate Management

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HR Compliance: Shooting the Messenger

Sometimes being in human resources is no fun at all. It’s hard to be the one who has to facilitate a reduction in force. It’s uncomfortable to be responsible for telling an employee that he needs to shower more often. It’s...more

SEC Provides Guidance on Exclusion of Shareholder Proposals

On October 22, 2015, the staff of the Division of Corporation Finance (the “Division”) of the U.S. Securities and Exchange Commission (SEC) released the highly anticipated Staff Legal Bulletin No. 14H (SLB 14H) concerning...more

The Yates Memo: A New DOJ Investigative Approach - Update

Since at least the market crisis there has been a clamor to convict senior corporate officials of federal felonies – or at least name them in a civil law enforcement action by the SEC or another agency. For years the...more

"Insights Conversations: Update on Shareholder Activism in the US Banking Industry"

Two years ago, the U.S. banking industry was a rare exception to the trend of increased shareholder activism that was prevalent across industries. At the time, Skadden partners Brian Christiansen, David Ingles, Sven Mickisch...more

Creating Trust to Effect Compliance Change

One of the ongoing battles for any Chief Compliance Officer (CCO) or compliance practitioner is that the business folks usually view compliance as the Land of No; most often populated by Dr. No him or herself. You will have...more

The Compliance Dangers of Cheerleaders and Nay-Sayers

Compliance always boils down to people and interpersonal relationships. No man is an island, and no one can go it alone in compliance. One essential requirement for effective compliance is the ability to engage colleagues and...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

DOJ seeks to revamp and re-energize its prosecution of individuals: key takeaways

In the first major policy pronouncement of Attorney General Loretta Lynch’s term, the Department of Justice has instituted new guidelines intended to reshape how the Department investigates and prosecutes corporate...more

Taking Charge of a Company’s Reputation: Assign a Single Person to Manage Reputational Risks (Part III of III)

One person who does not have a conflict in evaluating a company’s reputational risks should manage a company’s reputation. This approach starts with one basic requirement – the board and the CEO have to agree that a company’s...more

Corporation or LLC? Business Organizations for Tech Startups.

One of the first actions you will take with your startup is to organize your company a separate legal entity to protect yourself from personal liability for the company’s debts. In the tech startup context, you’ll typically...more

Corporate Manslaughter Charge Following Death of Apprentice

On 14 July 2015 Huntley Mount Engineering ("the Company") was fined £150,000 after pleading guilty to corporate manslaughter following the death of a 16 year old, Cameron Minshull. He was employed as an apprentice, through a...more

The Privilege Can Protect Employee-to-Employee Communications

Because attorney-client privilege protection depends primarily on communications' content, privilege logs rarely play a dispositive role in courts' analyses. But sometimes the adversary will point to the "author" and...more

Viewpoints - Issue 22 - The Board's Role in Corporate Strategy

The board's role in corporate strategy - Members of the Lead Director Network (LDN) convened in New York on June 30 to discuss the development and oversight of corporate strategy. This ViewPoints addresses the ways board...more

Corrective Actions: When Corruption Happens on Your Watch

As news stories, case studies, academic literature and enforcement actions illustrate, a company can have a robust anti-corruption program in place, yet can face investigations and possible liability for the corrupt actions...more

The Corporate Practice Prohibition in New York: What We Can Learn From the ADMI Settlement

One of the most frequently asked questions posed to healthcare lawyers is whether State X has a prohibition on the corporate practice of medicine, nursing or other profession, and if so, whether the prohibition is enforced. ...more


Since the last blog post focused on trade policy and trade and customs issues, with extensive coverage of the Trade Promotion Authority fight in the US Congress, after addressing the trade area briefly, this blog post plays...more

Recent Decision Sheds Light on the ERISA Definition of a Top Hat Plan and the Absence of Detailed Guidance

The “top hat plan” exception to full ERISA coverage of an employee benefit plan is the very foundation of executive deferred compensation. The exception provides that “a plan which is unfunded and is maintained by an...more

Effective Information Security Governance: Executive Support a Must

According to a very recent report by the Identity Theft Resource Center, the first half of 2015 alone saw 400 publicized security breaches with over 117 million records exposed. While most organization have ongoing...more

Another Great Bassist Gone and Tone at the Bottom

As most rock aficionados know, rock music is basically a dialogue between the bass guitar and the drums. With this base line set, the lead guitars and keyboards can go soaring off. That was certainly the formula for Yes. But...more

Ruling of First Impression: Employees Working Abroad Do Matter for Thresholds of Corporate Co-determination in Germany

In a February 16, 2015, decision from the Regional Court of Frankfurt a. M. (ref.: 3-16 O 1/14), the court determined that employees working outside of Germany have to be taken into account when determining whether or not the...more

Facing Merger Challenges. In 5, 4, 3, 2, 1……

A few weeks ago, a writer for a banking magazine asked my top five challenges to a successful bank merger. That is a loaded question! The challenges to complete a merger agreement, the challenges to close the merger, and the...more

Code of Conduct Enforcement

The bulk of company internal investigations are devoted to human resource and code of conduct violations. Of course, there are always potential legal violations but these are far smaller in number but could have disastrous...more

How to Ensure the Right Tone at Every Level?

Everyone knows the mantra – yes, we need tone at the top, but we also need tone in the middle and tone at the bottom. Every aspect of this statement, however, requires more work than everyone thinks. Tone at the top is...more

[Event] The Intersection of Compliance & HR: How to Leverage Organizational Strengths to Develop a More Ethical Global Culture -...

Developing and maintaining an ethical culture is more crucial than ever. Compliance and HR, both traditionally “protectors” of the company interests, each have a big role to play in establishing, growing and maintaining a...more

[Event] The Intersection of Compliance & HR: How to Leverage Organizational Strengths to Develop a More Ethical Global Culture -...

Developing and maintaining an ethical culture is more crucial than ever. Compliance and HR, both traditionally “protectors” of the company interests, each have a big role to play in establishing, growing and maintaining a...more

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