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Compliance Corporate Governance Shareholders

Compliance programs typically refer to formalized institutional procedures within corporations and organizations to detect, prevent and respond to indvidual and widespread instances of regulatory violations. ... more +
Compliance programs typically refer to formalized institutional procedures within corporations and organizations to detect, prevent and respond to indvidual and widespread instances of regulatory violations.  In response to many corporate scandals evidencing rampant unethical business practices, many nations, including the United States, began passing strict regulatory frameworks aimed at curbing these abuses. Notable pieces of legislation in this area include the U.S. Foreign Corrupt Practices Act (FCPA), Sarbanes-Oxley (SOX), and the U.K. Bribery Act, to name a few. The foregoing statutes and the severe penalties often associated with them form the basis of many modern institutional compliance programs. less -
Society of Corporate Compliance and Ethics...

Understanding the “G” in ESG: The critical role of compliance

Octavia Butler, a pioneering American writer, once wrote: “There is nothing new under the sun, but there are new suns.” Can this analogy also be applied to the concept of environmental, social, and governance (ESG)? While...more

Thomas Fox - Compliance Evangelist

Design-Centric Internal Controls: The Foundation for Compliance Excellence

The dynamic world of compliance is continually evolving. New regulations, emerging technologies, and changing market conditions demand that organizations remain vigilant and proactive in their compliance efforts. One crucial...more

KPMG Board Leadership Center (BLC)

Oversight of climate disclosures: SEC stay doesn’t mean stop

Despite the sense of relief that many companies initially felt with the SEC’s stay of its climate disclosure rules, the pause is unlikely to temper the forces demanding climate disclosures by other means. In the latest paper...more

Health Care Compliance Association (HCCA)

The foundation of ethical decision-making: Company values and code of conduct

In the previous century, the primary focus for most companies was profit maximization for shareholders. In the last few decades, a shift from shareholder to stakeholder capitalism happened, and the term corporate social...more

Proskauer - Regulatory & Compliance

SEC Answers Questions on New Tailored Shareholder Report Requirements

The staff of the Division of Investment Management (the “Staff”) has issued a FAQ pertaining to the rule and form amendments adopted by the Securities and Exchange Commission (the “SEC”) in October 2022, which require...more

Saul Ewing LLP

Public Companies Quarterly Update (Q4 2023)

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Welcome to Saul Ewing’s Public Companies Quarterly Update series. Our intent is to, on a quarterly basis, highlight important legal developments of which we think public companies should be aware. This edition is related to...more

Conyers

Paperless Listing Regime and Mandatory Electronic Dissemination of Corporate Communications: Impact on Bermuda, Cayman Islands and...

Conyers on

The Stock Exchange of Hong Kong Limited has recently published conclusions to their consultation launched last December on proposals to expand the paperless listing regime and other Listing Rule amendments. The key proposal...more

BCLP

Issues and Considerations Involving the Recovery of Executive Officer Compensation

BCLP on

At the recent meeting of the Employee Benefits and Executive Compensation Subcommittee at the ABA’s Business Law Fall meeting, moderators identified several hot topics stemming from the new compensation recovery (clawback)...more

J.S. Held

Will Derivative Shareholder Litigation Be the New Firing Line for Ensuring Achievement of Corporate Sustainability Goals?

J.S. Held on

Mitigating climate change impacts is becoming a critical business priority, and the pressure to achieve corporate sustainability objectives is mounting as investment-focused regulations continue to drive companies toward...more

Society of Corporate Compliance and Ethics...

The ‘S’ in marketing

I can’t think of a better example of the convergence of environmental, social, and governance (ESG) factors, compliance, and ethics than in marketing and public relations. This area is filled with opportunities and risks...more

BCLP

Corporate Briefing - June 2023

BCLP on

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

Sheppard Mullin Richter & Hampton LLP

DOJ Revises Guidance on Evaluation of Corporate Compliance Programs Concerning Compensation and Employee Use of Personal Devices...

Following remarks made on March 2 and March 3, 2023 at the American Bar Association’s 38th Annual National Institute on White Collar Crime, the U.S. Department of Justice (“DOJ”) issued revisions to its Evaluation of...more

Eversheds Sutherland (US) LLP

SEC adopts significant changes to shareholder reports for N-1A filers and amendments to investment company advertising rules

On October 26, 2022, the Securities and Exchange Commission (SEC) adopted final rule and form amendments (Final Rule) that significantly alter the form and content of annual and semi-annual shareholder reports provided by...more

Allen Matkins

Judge Weighs Challenge To California Board Quota Law

Allen Matkins on

On Monday,  Los Angeles Superior Court Judge Terry Green heard arguments on opposing motions for summary judgment in a case challenging the constitutionality of AB 979.  Crest v. Padilla, L.A. Super. Ct. Case No....more

Mitratech Holdings, Inc

Breaking Silos with GRC and Legal

Organizations take legal risks all the time but often fail to integrate these risks effectively in an environment that is continuously changing and requires agility. Too often legal is seen as a siloed exercise and not...more

White & Case LLP

In Re Boeing Decision Underscores Need for Risk-Based Corporate Governance by Directors

White & Case LLP on

Following enforcement actions imposing corporate criminal or civil liability, shareholders often bring derivative actions seeking to hold directors liable for related compliance failures by alleging they breached their...more

Allen Matkins

Can This Bylaw Provision Eliminate Shareholder Proposals?

Allen Matkins on

Rule 14a-8 under the Securities Exchange Act of 1934 requires companies that are subject to the federal proxy rules to include shareholder proposals in their own proxy statements to shareholders, subject to certain procedural...more

Foley & Lardner LLP

HR and HSR: Insider Purchases and Executive Compensation Can Require Antitrust Reporting

Foley & Lardner LLP on

Quick: Does your company have any insiders who either now or in the future may own $90 million or more in company stock?  The CEO?  The founder?  A member of the board?  If so, then now is the time for a crash course in the...more

Thomas Fox - Compliance Evangelist

Statement on the Purpose of a Corporation and What It Means for the Compliance Profession

On Monday, the Business Roundtable announced the release of the Statement on the Purpose of a Corporation(The Statement). The new Statement was signed by 181 Chief Executive Officers (CEOs) who committed to lead their...more

Foley & Lardner LLP

Shareholder Activism Pushes Boundaries of Board Duties

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Under the traditional model of corporate governance, boards of directors owe fiduciary duties to one group, and one group only — the company’s shareholders — to maximize the value of their shares. But, times are changing. In...more

Thomas Fox - Compliance Evangelist

Activist Shareholder, the CCO and Compliance

t certainly is one thing for a company to make changes in their compliance program based upon ongoing monitoring, evolving best practices or remediation during an investigation. ...more

Thomas Fox - Compliance Evangelist

FCPA Compliance Report-Episode 330 Robin Bew and Henry Stoever of the NACD

In this episode, I visit with Robyn Bew, the Director of Strategic Content Development for the National Association of Corporate Directors (NACD) and Henry Stoever, the Chief Marketing Officer for the NACD. They discuss what...more

Adler Pollock & Sheehan P.C.

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

The Volkov Law Group

The Purpose of Compliance: Promoting a Positive, Not Preventing a Negative

The Volkov Law Group on

One thing about maintaining a blog – you have nightmares (alright something a little less than that) about consistency in writing. All of us can be accused of having “evolving” positions, so maybe that is my rationalization....more

K&L Gates LLP

Introduction of New Corporate Governance Code

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On June 1, 2015, a new Corporate Governance Code (Code) came into effect for companies listed on the Tokyo Stock Exchange (TSE). The Code is part of the Japanese government’s efforts to reform certain long-standing corporate...more

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