“Monsters, Inc.” y el buen gobierno corporativo
Revisiting Financial Institution Incentive Compensation Rules Under Dodd-Frank — The Consumer Finance Podcast
What the Delaware McDonald's Decision Means for Corporate Officers and Compliance Programs
In the Boardroom With Resnick and Fuller - Episode 4
Compliance into the Weeds - McDonald’s and Duty of Corporate Officer Oversight
Nonprofit Basics: Designators, Members, Directors, Officers: The Who’s Who of Nonprofit Governance
How to Secure Advances to Fund Legal Fees
Change of Control: Golden Parachute Rules in the Sale Process
Bar Exam Toolbox Podcast Episode 124: Listen and Learn -- Duty of Loyalty (Corporations)
Law School Toolbox Podcast Episode 282: Listen and Learn -- Duty of Loyalty (Corporations)
The Responsible Corporate Officer Doctrine and the Food, Beverage and Agribusiness Industry — What You Need to Know
Compliance Perspectives: Compliance Challenges in India
Compliance Perspectives: The German Corporate Sanctions Act
Nota Bene Episode 94: Mapping COVID-19’s Impact on American Bankruptcy and Restructuring with Edward Tillinghast
Top Three Cybersecurity Misconceptions
D&O in Brazil and Latin America
CorpCast Episode 2: Advancement 101
Homebuilder Series Webinar: Fiduciary Duties & Auditor Liability
FCPA Compliance and Ethics Report-Episode 117-the Avon FCPA Enforcement Action
Clawback compensation has been a longstanding tool for both public and private companies to recoup excesses paid to employees after the occurrence of certain untoward events. For example, it is not uncommon to find clawback...more
On June 9, 2023, the U.S. Securities and Exchange Commission (SEC) approved amendments filed earlier that week by the New York Stock Exchange (NYSE) and The Nasdaq Stock Exchange (Nasdaq) that, among other things, provided...more
In October, the Securities and Exchange Commission (SEC) adopted Exchange Act Rule 10D-1, directing securities exchanges to adopt listing standards requiring listed companies to adopt and implement policies to recover...more
On October 26, 2022, the U.S. Securities and Exchange Commission (SEC) approved final rules that will ultimately require public companies to adopt, enforce, and disclose policies to recover (or “clawback”) excess...more
In wake of the Sarbanes-Oxley Act, the California legislature saw fit to add Section 2207 to the California Corporations Code. The statute threatens corporations with a $1 million civil penalty if they have actual knowledge...more
Our preliminary list of important planning considerations for the 2021 proxy season is set forth below. Directors’ and Officers’ Questionnaires; Committee Charters - We have identified only a few possible changes to...more
According to the SEC in an order settling an enforcement action, Alan Shortall was CEO and Chairman of Unilife Corporation, a Nasdaq listed issuer. According to the SEC, Shortall arranged for Unilife to make personal payments...more
A debtor ordinarily may discharge debts in bankruptcy, unless one of several exceptions apply. One of the preclusions to dischargeability of certain debts, found in Section 523(a)(19) of the U.S. Bankruptcy Code, generally...more
The Business Law Section’s Director and Officer Liability Committee conducted a program at the Section’s Spring Meeting in Montréal. The program focused on the recent Yates memorandum of the U.S. Department of Justice (DOJ),...more
I am convinced that the law eventually reaches the “right” solution. There may be disastrous detours along the way, but in the end the law will adapt to reach the right result. Of course, our history is replete with instances...more
The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) became federal law on July 21, 2010 to provide safeguards for consumers and increase transparency in the U.S. capital markets in response to public...more
Five years after the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), the U.S. Securities and Exchange Commission (“SEC”) has issued the last of its proposed rules to implement the...more
On July 1, 2015, the US Securities and Exchange Commission (SEC) issued a long-awaited release (Proposing Release) proposing rules that would direct the national securities exchanges to establish listing standards requiring...more
Recovery provisions would apply on a no-fault basis to executive officers of virtually all exchange-listed companies who received incentive-based compensation during the three fiscal years preceding an accounting restatement...more
Last Wednesday, the Securities and Exchange Commission (SEC) proposed new Rule 10D-1 to require public companies to adopt and enforce clawback policies to recoup incentive-based compensation paid to current and former...more
• Fourth Circuit Applies Two-Year Statute of Limitations to SOX Whistleblower Claim and Confirms Availability of Emotional Distress Damages • SDNY Holds That SOX Protects Employee From Retaliation for Activity Engaged...more
As a threshold matter, counsel must identify, and remain clear as to, the identity of its client, which may be the company or a subsidiary, the Board or Board committee, or one or more executives. The identity of the client...more
I. Introduction. The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more