News & Analysis as of

Board of Directors Compliance

American Conference Institute (ACI)

[Event] Global Anti-Corruption, Ethics & Compliance - June 10th - 11th, New York, NY

ACI's Global Anti-Corruption, Ethics & Compliance – New York is your best opportunity to hear how companies are addressing the status of DOJ and SEC priorities, effective compliance and risk strategies, strengthening...more

Alston & Bird

UK Government Publishes Cyber Governance Code of Practice for Boards and Directors

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On April 8, 2025, the UK government published the Cyber Code of Practice (the “Code”) to support board directors in governing cybersecurity risks. The Code is available online. The UK’s data protection regulator is actively...more

Cooley LLP

Annual Meetings: Scenario Planning for Surprises

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When conducting the dry run for your annual meeting, be sure to cover – to the extent you can – the unexpected by conducting scenario planning. Things might go according to plan, but they might not. Better to be safe than...more

Polsinelli

ESOP Transactions and the Duty to Monitor Revisited

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Key Takeaways: Board’s Duty to Monitor the Trustee: A company’s board of directors has a fiduciary duty to monitor the ESOP trustee’s actions in an ESOP transaction, ensuring that the trustee is acting in the exclusive...more

Moritt Hock & Hamroff LLP

MHH Condo/Co-op Digest, (March 2025)

This newsletter explores the emerging legal topics and issues affecting the condominium and cooperative services industry. Thought-leading attorneys from Moritt Hock & Hamroff’s Condominium and Cooperative Services Practice...more

Skadden, Arps, Slate, Meagher & Flom LLP

2025 Annual Meeting Filing and Disclosure Reminders

When finalizing proxy materials for annual shareholder meetings, we recommend that companies consider the recent changes to proxy disclosure requirements and other disclosure trends summarized in our December 11, 2024, client...more

NAVEX

The Future of ESG: Navigating a Fragmented Landscape 

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In today’s polarized and politically charged climate, few topics spark as much debate as ESG. Once a niche concern limited to green investors and idealistic board members, ESG has evolved into a mainstream business priority....more

Vinson & Elkins LLP

SEC Issues New Staff Legal Bulletin on Shareholder Proposals and C&DI on Schedule 13G Eligibility

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On February 12, 2025, the Division of Corporate Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) issued new guidance on Rule 14a-8 shareholder proposals, which comes one day after the Staff...more

Society of Corporate Compliance and Ethics...

The CCO departure bonus: A revolutionary tool for ethical corporate governance

Sarah Chen, the newly appointed chief compliance officer (CCO) at Granite Oil Corp, sat across from the board of directors, her heart racing. The company was on the brink of closing a lucrative deal in an emerging market, but...more

Guidepost Solutions LLC

The Business Case for CEO Security: IRS Code 132 and Tax Savings

In the first few weeks of 2025, boards of directors have started asking what steps a company is taking to protect their CEO. What’s more, the mitigation strategies for improving the CEO’s security posture may be tax...more

Ropes & Gray LLP

Capital Markets & Governance Insights - January 2025

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Companies should not minimize the extent of a material cybersecurity incident by omitting material facts regarding the scope and potential impact of the incident. Cybersecurity risk factor disclosures should be tailored to a...more

Davies Ward Phillips & Vineberg LLP

Governance Insights: 10 Legal Updates GCs, Boards and Investors Need to Know

The latest edition of Davies’ Governance Insights is now available. In this issue, we review 10 developments that general counsel and directors of Canadian public companies, and their investors, should know for 2025 and...more

Foley & Lardner LLP

SEC Actions in Review: What Officers and Directors Should Know for 2025

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As the regulatory landscape continues to evolve, public company officers and directors must stay abreast of the enforcement priorities and expectations of the Securities and Exchange Commission (SEC). Over the past year, the...more

Latham & Watkins LLP

Hong Kong Stock Exchange Publishes Conclusions on Corporate Governance Code Enhancements

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The Stock Exchange concluded to adopt the proposed amendments to the CG Code, with certain modifications based on market feedback....more

BCLP

UK Corporate Briefing - January 2025

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Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue we discuss...more

KPMG Board Leadership Center (BLC)

On the 2025 audit committee agenda

Drawing on insights from our interactions with audit committees and business leaders, the KPMG Board Leadership Center highlights nine issues for the audit committee to consider for the year ahead....more

Snell & Wilmer

SEC Reporting Update - December 2024

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Insider Trading Policies. As previously discussed in our Winter 2022-2023 Corporate Communicator, the Securities and Exchange Commission (“SEC”) adopted final rules in December 2022 relating to insider trading policy...more

Cadwalader, Wickersham & Taft LLP

Nasdaq Board Diversity Rules Overturned by US Court of Appeals

On December 11, 2024, in Alliance for Fair Board Recruitment v. SEC, the US Court of Appeals for the Fifth Circuit ruled in a 9-8 vote that the Securities and Exchange Commission’s (SEC) adoption of the Nasdaq board diversity...more

Latham & Watkins LLP

FCA Publishes Further Consumer Duty Feedback for Firms

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On 11 December 2024, the FCA published two pieces of feedback on the Consumer Duty, setting out good practices and areas for improvement in relation to Consumer Duty board reports and complaints and root cause analysis....more

Dentons

Ep. 43 – Incorporating Routine Compliance Reports Into Your Board Meetings

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As the ultimate decision-maker for your organization, your governing body needs to understand compliance and appreciate the compliance risks facing the organization as well as what is needed to mitigate those risks. This...more

Mandelbaum Barrett PC

The Role of Corporate Governance in Risk Management

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It’s evident that effective corporate governance practices can reduce the likelihood of errors and are essential for mitigating business risks. Let’s look at what must be considered when implementing these practices and...more

Health Care Compliance Association (HCCA)

[Event] 2025 Board & Compliance Committee Conference - February 24th - 25th, Phoenix, AZ

The Board & Compliance Committee Conference is designed specifically to educate board members on best practices and recommendations for establishing and maintaining an effective compliance program. The OIG-HHS will discuss...more

ArentFox Schiff

Trade Association Governance: Policies That Support the Three “Executives” — the Executive Committee, Executive Session, and Chief...

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When was the last time your association board and chief executive asked each other, “How should we work together?”...more

WilmerHale

FCA Survey Results Reveal Rise In Nonfinancial Misconduct

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Make no mistake, nonfinancial misconduct remains at the top of the Financial Conduct Authority's agenda. Originally published in Law360 - November 26, 2024....more

Society of Corporate Compliance and Ethics...

[Event] Regional Compliance & Ethics Conference - December 13th, New York, NY

Looking for compliance education and networking in your area? SCCE’s Regional Compliance & Ethics Conferences offer convenient, local compliance education for practitioners in a variety of locations across the globe, and...more

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