The Privacy Insider Podcast Episode 4: Don't Be Evil: In the Hot Seat of Data Privacy, Part 1
REFRESH Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation
REFRESH Nonprofit Basics: Designators, Members, Directors, Officers - The Who’s Who of Nonprofit Governance
“Monsters, Inc.” y el buen gobierno corporativo
Market Leaders Podcast Episode 94: Exploring the Perils of Optics-Driven DEI Initiatives with Guest Mira Dewji
AGG Talks: Cross-Border Business Podcast - Episode 16: The Political and Legal Maze of ESG in the U.S. and Abroad
Episode 322 -- Checking in on Caremark Cases
Compliance into the Weeds: What Are Boards Doing About AI (Hint: Not Much)
Conflictos de interés en Colombia, nueva regulación
The Informed Board Podcast | CEO Succession Planning on a Clear Day
Podcast - Deberes fiduciarios de los administradores
Innovation in Compliance - Diligent 5-Part Series - Building a Stronger Culture of Compliance Through Targeted and Effective Training: Part 5 - The Role of the Board
One Month to a More Effective Compliance Program with Boards – Day 14 - Boards and Doing Business in China
One Month to a More Effective Compliance Program with Boards - Day 9 - Board Governance and Risk Oversight
One Month to a More Effective Compliance Program with Boards – Day 5 - OIG Guidance for Boards Regarding Compliance
Nonprofit Basics: Meeting Minutes Best Practices
One Month to a More Effective Compliance Program with Boards - Day 1 - Legal Requirements of the Board Regarding Compliance
Innovation in Compliance - Key Board Issues Going Forward with Christina Bresani
Compliance into the Weeds - McDonald’s and Duty of Corporate Officer Oversight
In the Boardroom With Resnick and Fuller - Episode 3
This is the first in our 2024 Year in Preview series examining important trends in white collar law and investigations in the coming year. We will be posting further installments in the series throughout the next several...more
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 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
Delaware Chancery Court Dismisses Cigna Derivative Suit Over Failed Anthem Merger; The PCAOB Sanctions Former KPMG Vice Chair Of Audit For Failure To Supervise Senior Members Of KPMG's Audit Practice; Ninth Circuit Affirms...more
Fenwick has surveyed the corporate governance practices of the companies included in the Standard & Poor’s 100 Index (S&P 100) and the technology and life sciences companies included in the Fenwick – Bloomberg Law Silicon...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
The Big Four bogeyman has haunted the U.S. legal market for years. Like any good horror movie villain, it’s shrouded in mystery. We don’t know when it’s coming, or exactly what will go down, but we know that a...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
On December 9, 2019, the U.S. District Court for the Southern District of New York ruled that, as a matter of law, directors cannot be held liable under the anti-retaliation provisions of the Sarbanes-Oxley Act. Zornoza v....more
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
Show Notes for Episode 12, the Summer Haze Edition The dog days of summer are on the horizon and the Houston Astros lead the major leagues in winning percentage. Coincidence that the US pulls out of the Paris Climate Accords...more
Many companies have an investigation protocol in place when a potential Foreign Corruption Practices Act (FCPA) or other legal issue arises? However, many Boards of Directors do not have the same rigor when it comes to an...more
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
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
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
A recent ruling in California federal court (here) broadens legal protections for whistleblowers and expands who can be held liable in retaliation cases. In the case, Wadler v. Bio-Rad Labs., Inc., a federal judge ruled that...more
On October 23, 2015, the U.S. District Court for the Northern District of California largely denied a motion to dismiss a whistleblower retaliation claim brought by a company’s former general counsel, ruling that: (I) the SOX...more
Last August, I wrote that Magistrate Judge Joseph C. Spero would soon be deciding whether a director might be an agent of the corporation. See Court Poised To Decide Whether Directors Are Agents. The case, Wadler v. Bio-Rad...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
At an open meeting held on July 1, 2015, the Securities and Exchange Commission (SEC) issued a concept release seeking input on whether it should adopt rules requiring additional disclosures for audit committees, with a focus...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
The strong U.S. initial public offering (IPO) market, coupled with favorable regulatory changes and market acceptance of innovative transaction structures, has increased the attractiveness of the IPO as an exit alternative to...more
In Part I of this two-part post regarding a Board of Director’s Role in Foreign Corrupt Practices Act (FCPA) oversight from the internal controls perspective, I reviewed how a Board might have independent liability for its...more
Today we begin by honoring the political process and a politician extraordinaire for on this day in 1836, Sam Houston was elected as the first President of the Republic of Texas. One of the most interesting characters from...more