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What You Don’t Disclose Can Hurt You: The Power of Proactive Risk Factor Disclosures

With evolving regulations and emerging risks—including tariffs, DEI-related controversies, and cybersecurity concerns—some public companies are refining their approach to assessing and updating risk factor disclosures. Beyond...more

Calm Before the Storm: Building Crisis Resilience for Boards and Management Teams

Corporate crises happen—and that means we have to plan for them. While it isn’t practical to prepare for every possible corporate crisis, there are steps that boards and management teams can take to be better prepared. In...more

The Plaintiffs' Bar’s Shiny New Object Loses Its Luster: Advance Notice Bylaw Provisions

In 2021, the Securities and Exchange Commission (SEC) adopted final rules that made it easier for shareholders, including activists who may not have the company’s long-term interests in mind, to put dissident directors on a...more

Tears of a Director: The Tightrope of Director Conflicts

Director-level conflicts of interest continue to be an issue that corporations must monitor and address. The negative implications associated with these types of conflicts, whether actual or perceived, in the context of board...more

How to Review Committee and Board Minutes: A Guide for Directors

Board and committee meeting minutes are an important part of a company’s internal record-keeping process. They function as the official record of discussions, decisions, and actions taken during those meetings. They are also...more

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