- The COVID-19 crisis creates heightened risk of improper financial reporting.
- Audit committees can and should take steps to help prevent such frauds.
- Audit Committees should maintain the appropriate tone at the...more
- Market participants should review and assess their compliance procedures to prevent and detect insider trading risks associated with COVID-19.
- Companies should increase their vigilance regarding cybersecurity threats...more
4/1/2020
/ CFTC ,
Coronavirus/COVID-19 ,
Cybersecurity ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Financial Crimes ,
Insider Trading ,
Investors ,
Phishing Scams ,
Pump and Dump ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
U.S. Treasury ,
Wire Fraud
Board Diversity: A Reflection on Improvement and a Look Ahead for the Coming Decade -
In the second half of this decade, diversity and inclusion rose to the forefront of top priorities for many companies. Due to evolving...more
2/6/2020
/ Board of Directors ,
Corporate Culture ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Minorities ,
Publicly-Traded Companies ,
Quotas ,
Regulation S-K ,
Reporting Requirements ,
Secretary of State ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
Election and Impeachment -
The presidential race will garner much of the attention during the 2020 election cycle, but there is fierce competition elsewhere, too. Republicans and Democrats are fighting for both U.S. House...more
1/10/2020
/ #MeToo ,
Congressional Investigations & Hearings ,
Corporate Governance ,
Cybersecurity ,
Environmental Social & Governance (ESG) ,
Impeachment ,
NAFTA ,
Pay Equity Laws ,
Political Candidates ,
Political Corruption ,
Presidential Elections ,
Shareholder Activism ,
Trump Administration
Election and Impeachment -
The presidential race will garner much of the attention during the 2020 election cycle, but there is fierce competition elsewhere, too. Republicans and Democrats are fighting for both U.S. House...more
1/9/2020
/ #MeToo ,
Congressional Investigations & Hearings ,
Corporate Governance ,
Cybersecurity ,
D&O Insurance ,
Diversity ,
Emerging Technology Companies ,
Environmental Social & Governance (ESG) ,
General Elections ,
Impeachment ,
NAFTA ,
Pay Equity Laws ,
Pay Gap ,
Political Candidates ,
Political Corruption ,
Presidential Elections ,
Quid Pro Quo ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Trade Policy ,
Trump Administration ,
United States-Mexico-Canada Agreement (USMCA) ,
Woman Board Members ,
WTO
In 2018, victims and their supporters decried sexual harassment in the workplace. They argued for the right, the freedom, the luxury to work without fear of gender-based harassment or discrimination. Prominent and powerful...more
2/7/2019
/ #MeToo ,
Acquisitions ,
Board of Directors ,
Buyers ,
Clawbacks ,
Controlling Stockholders ,
Corporate Culture ,
Corporate Officers ,
Due Diligence ,
Employee Misconduct ,
Employee Representatives ,
Employer Liability Issues ,
Human Resources Professionals ,
Mergers ,
Risk Assessment ,
Sellers ,
Sexual Harassment
1. Corporate Culture -
The corporate culture of a company starts at the top, with the board of directors, and directors should be attuned not only to the company’s business, but also to its people and values across the...more
12/19/2018
/ #MeToo ,
Board of Directors ,
Corporate Culture ,
Corporate Social Responsibility ,
Corporate Strategy ,
Cyber Threats ,
Cybersecurity ,
Data Breach ,
Data Privacy ,
Data Protection ,
Data Security ,
Disclosure Requirements ,
Diversity ,
Enforcement Actions ,
General Elections ,
Popular ,
Sanctions ,
Securities and Exchange Commission (SEC) ,
Sexual Harassment ,
Shareholder Activism ,
Strategic Planning ,
Tax Cuts and Jobs Act ,
Trump Administration
Institutional Shareholder Services (ISS) recently released the results of its “2018 Governance Principles Survey” and previewed potential changes to it’s 2019 proxy voting policies. Among other things, given input and...more
Beginning in 2018, U.S. public companies will generally need to comply with the pay ratio disclosure rule under the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires that each such company disclose the...more
10/2/2017
/ CEOs ,
Disclosure Requirements ,
Division of Corporate Finance ,
Dodd-Frank ,
Executive Compensation ,
Guidance Update ,
Independent Contractors ,
Leased Employees ,
Median Employee ,
Pay Ratio ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Wall Street
When Snap, Inc., parent company to the popular social media app, Snapchat, completed its much-anticipated IPO last week, investors were quick to question whether the company was overvalued. Despite half a billion dollars in...more
Here is our annual list of hot topics for the boardroom in the coming year:
Corporate strategy: Oversee the development of the corporate strategy in an increasingly uncertain and volatile world economy with new and more...more
In 1970, Helen Reddy secured a record contract. Then, she changed music and helped to shape and define the women’s movement in the ’70s by recording 10 new songs, one of which was the iconic and enduring “I Am Woman,” which...more
Proxy Access -
2015 was a turning point for shareholder proposals seeking to implement proxy access, which gives certain shareholders the ability to nominate directors and include those nominees in a company’s proxy...more
Executive and Director Compensation -
Perennially in the spotlight, executive compensation will continue to be a hot topic for directors in 2016. But this year, due to the SEC’s active rulemaking in 2015, directors will...more
Audit Committees -
Averaging 8.8 meetings a year, audit continues to be the most time-consuming committee.i Audit committees are burdened not only with overseeing a company’s risks, but also a host of other...more
Risk Management -
Risk management goes hand in hand with strategic planning — it is impossible to make informed decisions about a company’s strategic direction without a comprehensive understanding of the risks involved....more
Cybersecurity -
Nearly 90 percent of CEOs worry that cyber threats could adversely impact growth prospects, up from nearly 70 percent the previous year. Yet, in a recent survey, nearly 80 percent of the more than 1,000...more
M&A Developments -
M&A activity has been robust in 2015 and is on track for another record year. According to Thomson Reuters, global M&A activity exceeded $3.2 trillion, with almost 32,000 deals during the first three...more
Board Composition and Succession Planning -
Boards have to look at their composition and make an honest assessment of whether they collectively have the necessary experience and expertise to oversee the new opportunities...more
Social Media -
Companies that ignore the significant influence that social media has on existing and potential customers, employees and investors do so at their own peril. Last quarter, Facebook reported daily active...more
Top 10 Topics for Directors in 2016 U.S. public companies face a host of challenges as they enter 2016. Here is our annual list of hot topics for the boardroom in the coming year...
...more
Shareholder Activism -
Shareholder activism and “suggestivism” continue to gain traction. With the success that activists have experienced throughout 2015, coupled with significant new money being allocated to activist...more
Strategic Planning Considerations -
Strategic planning continues to be a high priority for directors and one to which they want to devote more time.i Figuring out where the company wants to — and where it should want to...more
Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis each have released updates to their policies that outline how they will form recommendations to shareholders on how they should vote on governance,...more
Institutional Shareholder Services, Inc. (ISS) employs a lot of very smart people with great intentions, but sometimes, they just need help. ...more