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C-Suite Executives Corporate Governance

Allen Matkins

Does Combining Legal And Secretarial Roles Reduce Risk?

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The California General Corporation Law requires that a California corporation have a secretary.  Cal. Corp. Code § 312(a)(2).  The CGCL, however, says nothing about a chief legal officer.  Indeed, many corporations do not...more

NAVEX

[Virtual Conference] NAVEX Next 2024 - September 19th, 7:30 am - 3:30 pm ET

NAVEX on

13th Annual Risk & Compliance Virtual Conference | Thursday, September 19 - A thriving future begins with smart governance, risk and compliance decision-making today. Join thousands of your peers at this complimentary...more

Allen Matkins

Professor Bainbridge Queries Whether SB 313 Eviscerates Omnicare, But Does That Question Have Any Relevance To California...

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Delaware practitioners and legal scholars are digesting the implications of SB 313 which adds a new Section 122(18) to the Delaware General Corporation.  According to the bill's synopsis, this new provision...more

Ankura

Using Managed Services To Unlock Value for Businesses: Part 1 – Understanding if It Is the Right Time To Embark on a Managed...

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This is the first of a three-part series focused on helping business leaders unlock value in their organizations by applying managed services. A managed services journey takes organizations down a complex path of decisions...more

BCLP

The Supreme Court Considers Item 303 Violations as Basis for Securities Fraud Claims

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Corporate executives know they must disclose in their companies’ financial statements trends or uncertainties affecting their business. Such disclosure is a requirement of Item 303 of SEC Regulation S-K....more

Allen Matkins

Is The General Counsel Ipso Facto A Corporate Officer?

Allen Matkins on

One difficulty of answering the question of whether a general counsel is a corporate officer is that the California General Corporation Law does not define "officer".  Corporations Code Section 312(a) requires a corporation...more

Venable LLP

December 1 Deadline Nears for Adoption of Clawback Policies

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Companies that are listed on the Nasdaq Stock Market or the New York Stock Exchange are required to adopt a clawback policy that provides for the recovery from any current or former executive officers of incentive-based...more

Bennett Jones LLP

Special Committees: Frequently Asked Questions

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Special committees have evolved as a key corporate governance mechanism to assist boards of directors in discharging their fiduciary duties. Applicable securities laws mandate the use of special committees in connection with...more

Conyers

Five Reasons Reinsurance is Ramping Up in Cayman

Conyers on

Whilst traditionally the Cayman Islands has deservedly been recognised as a leading captive jurisdiction, around 70% of all licences issued by the Cayman Islands Monetary Authority (“CIMA”) in recent years have been for...more

Sheppard Mullin Richter & Hampton LLP

Organizational Integrity Shorts: Setting The Table For Good Decision-Making: And Making Sure The Chief Legal Officer Has A Seat At...

Welcome to the 10th edition of OIG Shorts. In this post we discuss why it’s important that Chief Legal Officers (and Chief Ethics & Compliance Officers) have meaningful, real-time involvement in the key legal, organizational,...more

Allen Matkins

Was "Principal Executive Office" A Grave Tautology?

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Last week, I wrote about legislation, 2022 Cal. Stats. ch. 617, that among other things eliminated the word "executive" from the numerous sections of the California Corporations Code containing the phrase "principal executive...more

A&O Shearman

Delaware Court Of Chancery Holds That Corwin Cleansing Does Not Apply To Claims For Injunctive Relief Related To Alleged Defensive...

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On May 1, 2023, Vice Chancellor Morgan T. Zurn of the Delaware Court of Chancery denied a motion to dismiss a putative stockholder class action asserting a breach of fiduciary duty claim against the directors of a...more

A&O Shearman

UK Launches 2023 Review of Senior Manager's and Certification Regime

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Following the Edinburgh Reforms announcement in December 2022, the review of the Senior Managers and Certification regime has been kicked off with HM Treasury publishing a call for evidence and the U.K. Financial Conduct...more

J.S. Held

Crosscurrents: The Growing Impact and Future of the Chief Sustainability Officer

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The famous quote by Mahatma Gandhi — “The world has enough for everyone's need, but not enough for everyone's greed” — aptly reflected business sentiments prevalent decades ago. At that time, the sole intention was to fulfil...more

A&O Shearman

Delaware Court Of Chancery Declines To Dismiss Breach Of Fiduciary Duty Claims Against Nondirector Officer, Holding That Officers...

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On January 25, 2023, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery denied a motion to dismiss a derivative suit brought by stockholders asserting breach of fiduciary duty claims against a former officer...more

Latham & Watkins LLP

Delaware Chancery Court Extends Oversight Duties to Non-Director Corporate Officers

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Non-director officers may face liability for failing to properly oversee the corporation’s affairs and ignoring “red flags” within their “areas of responsibility.” Key Points: ..The McDonald’s Corporation’s response...more

Reveal

How CLOs can stay ahead of the game in 2023

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The role of the chief legal officer keeps expanding. In addition to fulfilling their traditional responsibilities as legal counsel and business advisor, chief legal officers today are also called on to inform and drive...more

Sheppard Mullin Richter & Hampton LLP

Ethics & Compliance: Let’s Talk About Cybersecurity

Over the past few months, the OIG shorts series focused on structuring and implementing a comprehensive and effective ethics and compliance program. Many times, this requires a mindset shift from a checking-the-box mentality...more

Latham & Watkins LLP

ESG Insights: 10 Things That Should Be Top of Mind in 2023

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Navigating a global patchwork of ESG regulation and enforcement while preparing for greenwashing claims and other ESG litigation will likely be among the main concerns for companies in 2023. Both anticipated and less...more

Hogan Lovells

Five governance considerations for company positions on social and political issues C-Suite, An Equilar Publication, Issue 40,...

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We have outlined five governance considerations for assessing whether a company should respond, either in action or in words, to a sensitive issue or development. 1. Assess the issue’s relationship to the business. How does...more

American Conference Institute (ACI)

[Event] ESG Think Tank - November 30th, National Harbor, MD

Closed-Door, “Off the Record” Benchmarking on Critical ESG Issues! ACI’s inaugural ESG Think Tank is scheduled for November 30th in Washington, DC! This in-person “boardroom-style” forum will provide meaningful...more

K2 Integrity

Digging Deeper Episode 10: Misguided or Misconduct? Understanding Bad Behavior in the Corporate World

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Why do good people do bad things? Why would someone put an otherwise stellar reputation on the line for a few moments of gain? Bob Brenner dives in to decode this behavior with Richard Girgenti, a leading authority on ethics...more

Wilson Sonsini Goodrich & Rosati

Delaware Supreme Court Eliminates Gentile Dual Natured Claims

On September 20, 2021, the Delaware Supreme Court overruled its 2006 decision in Gentile v. Rossette, eliminating so-called "dual natured" simultaneous direct and derivative claims for breach of fiduciary duty. The decision...more

The Volkov Law Group

The Dangers of a Fractured C-Suite

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We all know the importance of teamwork and collaboration. Whatever the context, sports, business, military, and many other situations, teamwork and cooperation is essential to success. ...more

The Volkov Law Group

A Basic Question — Where is the CCO’s Office?

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Sometimes compliance issues are simple.  Most times they are nuanced.  This is a simple issue but it carries with it a significant message.  So here goes – where is the CCO’s office?...more

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