Excessive Compensation: What to do when the co-owners of your business pay themselves excessively
The Informed Board Podcast | CEO Succession Planning on a Clear Day
Guidepost in Motion EP25: State of Compliance with Alixandra Smith Part 2
Compliance Into The Weeds - Elon Musk and Tesla Redux
The Blackletter Podcast | A podcast for CEOs, Corporate Counsel, & Entrepreneurs
Takeaways From Recent Claims Against Mark Zuckerberg and Facebook – Mitigating the Heightened Risk of Privacy Suits Against Individual Directors and Officers
Government Contractors: Key Questions You Should Be Asking Your Advisors
Startup CEO Who Coded His Way Out: Rainway’s Andrew Sampson
Innovation in Compliance - Lessons About Leadership and Security with Paul Clayson
H.R. 1 – Disclosures, Disclaimers, and FEC Certifications: What Corporations, Non-Profits, and Trade Associations Need to Know
Episode 155 -- Tom Fox and Michael Volkov Discuss the Blue Bell Creameries Enforcement Action
Episode 117 -- FCPA Update: Samsung FCPA Settlement; Braskem Former CEO Indicted; Transport CEO Convicted after Trial
Compliance into the Weeds: Episode 117-Wells Fargo Update
Episode 42 -- How to Manage Your CEO on Compliance
Life Sciences Quarterly: A View From Washington: What to Expect From the SEC
This Week in FCPA- Episode 52, for the week ending May 12, the Firing the Investigators Edition
For Jeff Skilling, 'Enron Was His Life,' Lawyer Says
Employer’s Takeover of Former CEO’s LinkedIn Account Lawful Under CFAA
What companies should consider fractional executive services? Can a CEO, CFO, COO, CTO, or other C-level executive be hired part-time to leverage their extensive experience and knowledge?...more
In a recent decision by the Delaware Supreme Court sitting en banc in In re Mindbody, Inc., Stockholder Litigation, the court affirmed the Court of Chancery’s determination that Mindbody’s CEO had breached his duties of...more
Wilson Sonsini’s inaugural Biotech Summit will address topics of critical importance to Biotech and Biopharmaceutical companies, including early and late-stage venture financing, partnering strategies, current and future AI...more
The inaugural Pharma and MedTech Services Investment Summit brought together C-suite executives, senior private equity professionals, investment bankers and other industry leaders for a deep dive into the investment...more
YOUR SOURCE FOR SUCCESS IN PHARMA AND DEVICE SERVICES INVESTING - Join C-suite executives, senior private equity professionals, investment bankers and other industry leaders for a deep dive into the investment...more
In a case of first impression, the Court of Chancery held recently that officers, like directors, owe their companies a duty of oversight, although the scope of that will vary with their responsibilities. Two other Chancery...more
Changing CEOs is one of the most critical decisions any board faces. In this issue of The Informed Board, we offer tips on how to avoid the mistakes we most often see. We also explain the problems companies could face if the...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
On July 13, 2021, the U.S. Securities and Exchange Commission announced charges against special purpose acquisition corporation Stable Road Acquisition Company, its sponsor SRC-NI, its CEO Brian Kabot, the SPAC’s proposed...more
On July 13, 2021, the US Securities and Exchange Commission (SEC) announced charges against a special purpose acquisition company (SPAC), the SPAC’s sponsor, the SPAC’s proposed merger target and two executives for allegedly...more
More than a decade ago in the seminal case Gantler v. Stephens, the Delaware Supreme Court clarified that officers of Delaware corporations owe the same fiduciary duties of care and loyalty that directors owe to the...more
In In re Mindbody, Inc. Stockholders Litigation, the Delaware Court of Chancery declined to dismiss breach of fiduciary duty claims against the chief executive officer of MINDBODY, Inc. (the Company) arising out of the...more
This issue includes summaries and associated court opinions of selected cases principally decided between October 2019 and January 2020. ...more
The Internal Revenue Service (“IRS”) recently proposed Regulation 122180-18 (the “Proposed Regulations”) to implement the amendments found in the Tax Cuts and Jobs Act of 2017 (the “Act”)1 to Section 162(m) of the Internal...more
We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2019 and their impact on M&A transactions. This review looks at these...more
When and how two associations combine in a merger depends a lot on circumstances at the beginning, middle, and end of the transaction. From leadership transitions to board meeting schedules to advocacy needs, here’s how...more
On July 25, 2019, Vice Chancellor Kathaleen S. McCormick of the Delaware Court of Chancery dismissed a stockholder suit challenging the $18 billion merger of equals between Towers Watson & Co. and Willis Group Holdings plc,...more
This edition provides an overview of key regulatory developments in the past three months relevant to companies listed, or planning to list, on The Stock Exchange of Hong Kong Limited (HKEx), and their advisers. In...more
DIRECTORS AS VENDORS - A new controversy at a large health system highlights the legal and reputational challenges that can arise when directors sell services to the organizations they serve as fiduciaries. According to...more
Activism among investors is on the rise across the globe. Companies that empower directors to engage with shareholders can optimize investor relations, if they follow some simple but important guidelines. Over the past...more
New DOJ Individual Accountability Policy - A revised Department of Justice (DOJ) policy serves to clarify the relationship between establishing individual accountability and qualifying for cooperation credit, particularly...more
Updated Governance Best Practices - The health system’s governance committee may benefit from a general-counsel-led briefing on the relevance of the newly released revisions to the “Commonsense Principles” of corporate...more
New Decision Affects D&O Liability - A recent federal bankruptcy court decision addresses important principles of fiduciary conduct (and the benefits of a state exculpatory statute) in the context of a financially...more
On Friday, April 27, 2018, New York State Supreme Court Judge Barry R. Ostrager granted a preliminary injunction which blocked Xerox Corporation’s (“Xerox”) potential transaction with Fujifilm Holdings Corporation (“Fuji”)...more
The Federal Trade Commission, through its blog, last week cautioned against the pre-closing exchange of competitively sensitive information—especially current (and future) prices, strategic plans and costs. While...more