Corporate Management

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Adding Cyber Security to Corporate Risk Management

Corporate boards and senior management like to focus on business. They love the numbers, the strategy and the success of a business operation. They have a passion for it and that is why they are sitting on board or managing a...more

The Eve of Destruction and Tone at the Top – You Are Who Say You Are

In 1965 the single Eve of Destruction was released. It was written by an 18 year old named Phil Sloan and was sung by former member of the New Christie Minstrels named Barry McGuire. To top it off, it was produced by Lou...more

Seven Things DOJ Insiders Expect Organizations To Know (and Do) About Antitrust Compliance

For most organizations, the risk of violating antitrust laws is real. But when it comes to the most serious of antitrust violations, such as cartels and significant price fixing schemes, there is often an “it won’t happen...more

On Compliance Leadership: From Edward VIII to LeBron James

On this day in 1936 King Edward VIII became the first English monarch to voluntarily abdicate the throne. He chose to abdicate after the British government, public and the Church of England condemned his decision to marry the...more

Compliance Attitudes in High-Risk Markets

A Chief Compliance Officer has a direct responsibility to promote the company’s business. That sounds like a controversial statement but it is not. Every officer and employee of a company has that responsibility....more

Information Letter: Management Liability: Potential Risk Zones (Russia)

The recent court practice shows that lawsuits seeking compensation of damages caused to company by its management are being filed with increasing frequency. It is largely due to courts' departure from formalistic approach to...more

Ethical Culture: Action Speaks Louder Than Words

“Action speaks louder than words but not nearly as often” – Mark Twain If you are too busy to read my posting, all I ask is that you read the Mark Twain quote and apply the message to creating an ethical culture....more

Whistleblower Exposes Cultural and Accounting Failures at UK Supermarket Giant

Irregular accounting practices and a corresponding £263 million — approximately $423 million — in overstated profits were recently revealed at one of Britain's largest supermarket chains, sending company shares plummeting and...more

Reputation Damage and Tone at the Top: Uber Scandal Underscores How Corporate Culture can Bring a Company to its Knees

Uber has had its share of public relations problems lately. From the taxi-alternative start-up’s drivers claiming they don’t make nearly as much money as they originally promised to none-the-wiser customers getting stuck with...more

Happy Talk and the Compliance Gap – Paper v. Reality

There is nothing more infuriating in the ethics and compliance world than a Chief Compliance Officer who relies on Happy Talk reports to senior managers and the Board. The CCO who engages in Happy Talk does a disservice to...more

Sherlock Holmes and Innovation in the Compliance Function, Part III – The Hound of the Baskervilles

Today we honor Conan Doyle’s third Sherlock Homes novel, The Hound of the Baskervilles. The novel, originally serialized in The Strand from 1901 to 1902, is generally recognized by Sherlockians as the premier Doyle work...more

C-Suite Risks and Compliance

A nickel ain’t worth a dime anymore. – Yogi Berra With all the hubbub about ethics and compliance, senior managers somehow are able to escape any focus or responsibility for compliance programs except in a managerial...more

What Not To Talk About At Work

Managers have a special role for employers because they are your legal agents. What they say, do, and know can be attributed to you as their employer. Depending on the issue, you can even be strictly liable for the conduct of...more

10 Fast Facts On Fraud

1. WHAT IS FRAUD? Fraud is a knowing misrepresentation of the truth or concealment of a material fact to induce another to act to his or her detriment. 2. HOW MUCH TIME ELAPSES BEFORE FRAUD IS DETECTED?...more

2014 Global Ethics Benchmarking Report Reveals Workplace Retaliation On The Rise

We recently released our 2014 Global Ethics Benchmarking Report, an annual report that contains a thorough analysis of the previous five years of whistleblower hotline reporting data, that gives the market insight into...more

OCC Revises Process for Managing Matters Requiring Attention

The Office of the Comptroller of the Currency (OCC) on October 30 published revised policy and procedures for how it manages Matters Requiring Attention (MRAs) resulting from its examination of supervised institutions. MRAs...more

Assessing the Increased Regulatory Focus on Public Company Internal Control and Reporting

Over the past few months, the Securities and Exchange Commission (‘‘SEC’’) has publicly stated its increasing focus on public company internal controls and related reporting obligations. In February of this year at the...more

Seven Questions to Help Build the Right Advisory Team for Your Private Company

It’s been quite a while since the word team has brought so much excitement to Northeast Ohio — the return of LeBron, our improving Cleveland Browns and the fact that it is prime-time fantasy football season! Each week we...more

Who Runs my Joint Venture?

One of the primary purposes of a written partnership (or limited liability company (LLC) operating) agreement is to establish rights and obligations for management. In a general partnership or joint venture, any partner or...more

Does The Corporations Code Permit “Boards R Us”?

In an article published last summer, Professors Stephen Bainbridge and M. Todd Henderson argued that “significant gains that could be realized by permitting firms (be they partnerships, corporations, or other business...more

Defining An “Ethical” Leader (Part IV Of IV)

The most effective ethics and compliance program starts with a CEO. But that is not the end of the story. Life is easier with a CEO who understands the importance of ethics and compliance, promotes it as a financial driver...more

Florida’s New LLC Act from the Lender’s Perspective

Last year, Florida Governor Rick Scott signed the Florida Revised Limited Liability Company Act (the New Act) into law. The New Act, which is codified in new Chapter 605 of the Florida Statutes, is a complete rewrite of the...more

New York’s Nonprofit Revitalization Act Becomes Law

On December 18, 2013, New York State Governor Andrew Cuomo signed the Nonprofit Revitalization Act of 2013 (the Act) into law, triggering the first overhaul of the New York Not-for-Profit Corporation Law (N-PCL) in more than...more

A Summary of the New California LLC Law

Effective January 1, 2014, the existing limited liability company (LLC) statute in California (the “Old Act”) will be replaced by the California Revised Uniform Limited Liability Company Act (RULLCA). Actions taken by...more

OSC Proposes Disclosure Requirements Regarding Women on Boards and in Senior Management

On July 30, 2013, the Ontario Securities Commission (OSC), released its proposal to require TSX-listed companies to provide disclosure with respect to women on boards and in senior management as set out in the OSC Staff...more

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