News & Analysis as of

Board of Directors Dodd-Frank Wall Street Reform and Consumer Protection Act Corporate Governance

Kohn, Kohn & Colapinto LLP

Whistleblower Awards for Auditors are Key to Meeting OECD Guidelines

According to the Institute of Internal Auditors “Politics of Internal Auditing” (2015), 55% of chief audit executives were directed to commit important findings from their audit reports. 49% of chief audit executives were...more

Goodwin

FDIC Proposes Guidelines Establishing Standards for Corporate Governance and Risk Management for Covered Institutions with Total...

Goodwin on

On October 3, 2023, the Federal Deposit Insurance Corporation (FDIC) approved proposed guidelines establishing standards for corporate governance and risk management for covered institutions with total assets of $10 billion...more

Skadden, Arps, Slate, Meagher & Flom LLP

2022 Compensation Committee Handbook

Preface The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This eighth edition of the Compensation Committee Handbook from the lawyers of the Executive...more

Cooley LLP

SEC offers another packed agenda for Fall 2021

Cooley LLP on

The SEC’s new Fall reg-flex agenda is posted and, no surprise, it’s packed. Here is the short-term agenda and here is the long-term version. And just as with the spring agenda, Commissioners Hester Peirce and Elad Roisman...more

Epstein Becker & Green

SEC Releases Spring 2021 Regulatory Agenda, What Made The Cut?

Epstein Becker & Green on

Last week, the Securities and Exchange Commission’s Office of Information and Regulatory Affairs released the Spring 2021 Unified Agenda of Regulatory and Deregulatory Actions, which includes the SEC’s rulemaking agenda....more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more

Perkins Coie

2019 Corporate Governance Hot Topics

Perkins Coie on

The following update highlights recent corporate governance hot topics and trends for directors of public companies. Board Oversight of Mission-Critical Risks - In June 2019, the Delaware Supreme Court allowed a Caremark...more

Eversheds Sutherland (US) LLP

Considerations for the 2019 proxy season

Companies preparing for their annual shareholder meetings will need to consider a variety of factors, including new Securities and Exchange Commission (SEC) requirements, guidance from Institutional Shareholder Services Inc....more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Reporting & Compliance and Corporate Governance Series

On February 13, 2018, Skadden hosted a webinar titled “ SEC Reporting & Compliance and Corporate Governance Series: Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” Executive...more

Dorsey & Whitney LLP

SEC Diversity Assessment Reports on Policies and Practices for Investment Advisers, Private Fund Advisers, Broker-Dealers and...

Dorsey & Whitney LLP on

Recently, the Securities and Exchange Commission’s Office of Minority and Women Inclusion (“OMWI”) released its Diversity Assessment Report for regulated entities, including investment advisers, private fund advisers and...more

Ruder Ware

Examiners are Carefully Scrutinizing Financial Institutions’ Compensation Arrangements

Ruder Ware on

It has come to our attention that some examiners have recently been carefully scrutinizing financial institutions’ employee compensation arrangements. Although it now appears unlikely that the proposed Dodd-Frank rules on...more

Akin Gump Strauss Hauer & Feld LLP

Top 10 Topics for Directors in 2018

EXECUTIVE SUMMARY - 1. Cybersecurity threats. Cybersecurity preparedness is essential in 2018 as the risk of, and associated adverse impact of, breaches continue to rise. The past year redefined the upward bounds of the...more

Perkins Coie

Preparing for the 2018 Public Company Reporting Season

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In anticipation of the upcoming annual report and proxy season, we are highlighting new requirements and trends for public companies in 2018....more

Skadden, Arps, Slate, Meagher & Flom LLP

"US Corporate Governance: Will Private Ordering Trump Political Change?"

In the weeks following the U.S. presidential election, companies and investors enjoyed a stock market rally fueled by expectations concerning tax cuts, increased government spending and significant deregulation. While the...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Matters to Consider for the 2017 Annual Meeting and Reporting Season"

Each company faces important decisions in preparing for its 2017 annual meeting and reporting season. Once again, we have prepared a checklist of essential areas on which we believe companies should focus as they plan for the...more

The Volkov Law Group

Changes in the Balance of Power: The Board Versus CEO

The Volkov Law Group on

There is no doubt that corporate boards operate under greater scrutiny. The trend is clearly to hold boards and individual members accountable. But this is not the result of government prosecution; rather, this trend reflects...more

Mintz - Employment Viewpoints

Federal Agencies Release Joint Proposed Rule on Financial Institution Incentive-Based Compensation

Last month, consistent with their obligation under the Dodd-Frank Act, several federal agencies released for comment a joint proposed rule that would prohibit any incentive compensation that encourages inappropriate risk...more

Womble Bond Dickinson

Director and Executive Compensation Remains a Hot Topic for 2016

Womble Bond Dickinson on

A series of recent Delaware Chancery Court and Securities and Exchange Commission (“SEC”) decisions—coupled with anticipated SEC action to finalize the three remaining Dodd-Frank Wall Street Reform and Consumer Protection Act...more

Morrison & Foerster LLP

Getting the Measure of EGC Corporate Governance Practices: A survey and related resources - February 2016

Corporate governance has changed dramatically since passage of the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The level of shareholder engagement and institutional...more

Akin Gump Strauss Hauer & Feld LLP

Top 10 Topics for Directors in 2016: Executive Compensation

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

Seyfarth Shaw LLP

Securities and Corporate Governance Litigation Quarterly

Seyfarth Shaw LLP on

Welcome to the fifth issue of Securities and Corporate Governance Litigation Quarterly, Seyfarth’s quarterly publication of the Securities & Financial Litigation Group focusing on decisions or other items of interest for...more

Blake, Cassels & Graydon LLP

Canadian Coalition of Good Governance Advocates More Proxy Access

Earlier this year, the Canadian Coalition of Good Governance (CCGG) released its publication “Shareholder Involvement in the Director Nomination Process: Enhanced Engagement and Proxy Access”, proposing enhanced proxy access...more

McDermott Will & Emery

SEC Proposes Disclosure Rule for Hedging Transactions by Directors, Officers and Employees

McDermott Will & Emery on

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) issued a proposed rule that, if adopted, would require public companies to disclose in annual proxy statements whether their employees and board members...more

Troutman Pepper

Counsel to the Company: A Framework for Corporate Governance

Troutman Pepper on

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

Brooks Pierce

Commissioner Aguilar Addresses Boards’ Focus on Cybersecurity

Brooks Pierce on

One June 10th SEC Commissioner Luis Aguilar made a speech before the New York Stock Exchange, and he took the opportunity to discuss good corporate governance as it relates to cybersecurity and boards of directors....more

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