Corporate Management

News & Analysis as of

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

The Value of a Vigilant Internal Audit Program

I hate to write a negative column. It is contrary to my nature and perspective. It is easy to complain. It is far more difficult to come up with practical solutions....more

Why Tone at the Top Matters and Join the FCPA Professor in Houston

Over this week I have looked at some issues related to compensation and methods from other disciplines that a compliance practitioner might use to test and then improve a company’s third party management regime. Today, I want...more

Insights from the E.U.—Creating and Sustaining a Strong Organisational Culture

Earlier this month I had the opportunity to moderate three roundtables across Europe—in Copenhagen, Paris and London—where more than 30 leading ethics and compliance executives discussed their challenges and opportunities...more

Top Ten Ethics & Compliance Predictions and Recommendations for 2015

Get the inside track on the key ethics and compliance industry trends that will impact your business in 2015—and get the resources you need to help you plan for the year ahead—in our annual Top Ten Predictions and...more

Five Strategies for Making Ethics & Compliance Messages Memorable

In the digital society we live in, we are inundated with thousands of messages a day. Out of all the messages you see, which ones do you tend to remember? Is it the message with the catchy tune or the one with rich imagery?...more

When Does a CCO Need to Walk the Dotted Line to the Board?

Johnny Cash was a singer for the ages — little did we know one of his great songs — Walk the Line was meant for Chief Compliance Officers. Every CCO has (or should have) the authority to report directly to the board...more

FCPA Compliance and Ethics Report-Episode 137, interview with Loren Steffy [Video]

In this episode I visit with Loren Steffy, former business columnist from the Houston Chronicle. ...more

Restructurings and Distressed Investing — Planning the Perfect Exit

Investors must address several key issues at the outset of a restructuring to smooth the path to a successful realisation of their investment. The classic image of a restructuring situation is of the critically ill...more

Top 10 Topics for Directors in 2015: Explore New Trends in Reducing Corporate Health Care Costs

The increasing cost of healthcare is a significant concern for companies that provide health care benefits to their employees. With certain key provisions of the Patient Protection and Affordable Care Act, more commonly known...more

Blog: AICPA Suggests Management Representations For Auditors To Seek In Connection With Conflict Minerals Reporting

The AICPA has issued an FAQ that identifies, for auditors conducting Independent Private Sector Audits for inclusion in Conflict Mineral Reports, the types of management representations that auditors should consider seeking...more

Recent Delaware Court of Chancery Decisions Address When A Non-Majority Stockholder Will Be Deemed a Controlling Stockholder

In three recent decisions, the Delaware Court of Chancery reiterated that under Delaware law, a large, though not majority, stockholder of a corporation will not be considered a controlling stockholder (with the attendant...more

"The Multifaceted General Counsel"

From legal adviser to business strategist to compliance officer, an in-house counsel typically finds herself playing multiple roles in her organization. Each role requires knowing the organization's business, understanding...more

A&O Decision Report: Upper Tribunal Upholds FCA's Findings That A Non-Executive Director Failed To Act With Integrity Due To Her...

In this report, Sarah Hitchins, an associate in Allen & Overy LLP's Banking, Finance and Regulatory Litigation Group, considers the decision of the Upper Tribunal (Tax and Chancery Chamber) (the Upper Tribunal) in which it...more

Doubling The Impact of Your Ethics and Compliance Program With A Liaison Network

Last week we had the pleasure of listening to Jeff Piposar, Director and Executive Advisor for CEB Compliance & Ethics, share how to multiply limited resources in our webinar, “Building A Scalable Compliance Infrastructure:...more

10 Steps to Help Middle Managers Embrace Your Ethics and Compliance Training Program

In my last post, “Middle Managers: The Key Messengers For Your Ethics and Compliance Training Program,” I covered the top four challenges middle managers face, and the top three concerns compliance professionals face. With a...more

USCIS Seeks Feedback on RFE Template for Multinational Executive and Manager Category

In April 2010, U.S. Citizenship and Immigration Services (USCIS) launched its Request for Evidence (RFE) Project, an initiative to review and revise the agency’s Service Center RFE templates. Since then, USCIS has published...more

Reconciling Sales Strategy With FCPA Compliance

When Ethical Boardroom asked me to contribute an article on the Foreign Corrupt Practices Act (FCPA) and international sales strategies, I thought it might be interesting to include an organisational change dimension in...more

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