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Compliance Disclosure Requirements Board of Directors

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 -
Skadden, Arps, Slate, Meagher & Flom LLP

2025 Annual Meeting Filing and Disclosure Reminders

When finalizing proxy materials for annual shareholder meetings, we recommend that companies consider the recent changes to proxy disclosure requirements and other disclosure trends summarized in our December 11, 2024, client...more

NAVEX

The Future of ESG: Navigating a Fragmented Landscape 

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In today’s polarized and politically charged climate, few topics spark as much debate as ESG. Once a niche concern limited to green investors and idealistic board members, ESG has evolved into a mainstream business priority....more

Vinson & Elkins LLP

SEC Issues New Staff Legal Bulletin on Shareholder Proposals and C&DI on Schedule 13G Eligibility

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On February 12, 2025, the Division of Corporate Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) issued new guidance on Rule 14a-8 shareholder proposals, which comes one day after the Staff...more

Ropes & Gray LLP

Capital Markets & Governance Insights - January 2025

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Companies should not minimize the extent of a material cybersecurity incident by omitting material facts regarding the scope and potential impact of the incident. Cybersecurity risk factor disclosures should be tailored to a...more

Davies Ward Phillips & Vineberg LLP

Governance Insights: 10 Legal Updates GCs, Boards and Investors Need to Know

The latest edition of Davies’ Governance Insights is now available. In this issue, we review 10 developments that general counsel and directors of Canadian public companies, and their investors, should know for 2025 and...more

Foley & Lardner LLP

SEC Actions in Review: What Officers and Directors Should Know for 2025

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As the regulatory landscape continues to evolve, public company officers and directors must stay abreast of the enforcement priorities and expectations of the Securities and Exchange Commission (SEC). Over the past year, the...more

Latham & Watkins LLP

Hong Kong Stock Exchange Publishes Conclusions on Corporate Governance Code Enhancements

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The Stock Exchange concluded to adopt the proposed amendments to the CG Code, with certain modifications based on market feedback....more

BCLP

UK Corporate Briefing - January 2025

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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

KPMG Board Leadership Center (BLC)

On the 2025 audit committee agenda

Drawing on insights from our interactions with audit committees and business leaders, the KPMG Board Leadership Center highlights nine issues for the audit committee to consider for the year ahead....more

Snell & Wilmer

SEC Reporting Update - December 2024

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Insider Trading Policies. As previously discussed in our Winter 2022-2023 Corporate Communicator, the Securities and Exchange Commission (“SEC”) adopted final rules in December 2022 relating to insider trading policy...more

Latham & Watkins LLP

FCA Publishes Further Consumer Duty Feedback for Firms

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On 11 December 2024, the FCA published two pieces of feedback on the Consumer Duty, setting out good practices and areas for improvement in relation to Consumer Duty board reports and complaints and root cause analysis....more

Latham & Watkins LLP

Recent Developments for Directors - November 2024

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SEC Penalizes Director for Misleading D&O Questionnaire Response - The SEC recently brought an enforcement action against a director for causing violations of the proxy rules by failing to disclose a close personal...more

Bass, Berry & Sims PLC

SEC Charges Former Public Company Director and CEO with Concealing Close Friendship with Company Executive

Bass, Berry & Sims PLC on

As most public companies enter their fourth fiscal quarter and look ahead to filing their Form 10-Ks and proxy statements, a recent settlement agreement announced by the Securities and Exchange Commission (the SEC) serves as...more

Latham & Watkins LLP

Recent Developments for Directors - April 2024 Edition

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SEC Wins “Shadow Trading” Case - The SEC notched a major win in its recent Panuwat case, described as the first-ever “shadow trading” enforcement action. After a biotech executive learned about his company’s imminent...more

Saul Ewing LLP

Public Companies Quarterly Update (Q1 2024)

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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

Skadden, Arps, Slate, Meagher & Flom LLP

Hot Topics: AI and ESG

The US Government Is Using AI To Detect Potential Wrongdoing, and Companies Should Too With agencies such as the SEC and DOJ using AI and other data analytics tools extensively to detect wrongdoing, companies need to adopt...more

Bracewell LLP

The SEC’s Final Rules on Climate-Related Disclosures: A Guide for In-House Counsel

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The US Securities and Exchange Commission’s recently adopted rules governing climate-related disclosures, although significantly pared back from the rules proposed two years ago, represent a major change to the existing...more

Skadden, Arps, Slate, Meagher & Flom LLP

Investment Management Update - August 2023

Closed-End Fund Activism Update - Activist investors continue to take large positions in closed-end funds and engage in disruptive activity that may be harmful to long-term shareholders of retail closed-end funds. This...more

NAVEX

The SEC Wants You to Do Better at Disclosing Cybersecurity Breaches

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Compliance and technology executives, we need to talk. Or, more accurately, you need to talk more often – to each other. In the last 18 months, the Securities and Exchange Commission sanctioned three companies for making...more

Partridge Snow & Hahn LLP

Nonprofit Compliance and Best Practices "To Do" List

Whether you run a nonprofit or serve on the Board, you have a responsibility to make sure the organization is both in compliance to weather the storm and take advantage of growth opportunities. There never seems to be enough...more

Lippes Mathias LLP

Materiality and Disclosure: Evolving SEC Requirements for Corporate Disclosure of Environmental, Social and Governance Activities

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Environmental, Social and Governance (“ESG”) related disclosures became a topic of contention in March of 2021 with the introduction of an ESG related task force by the Securities and Exchange Commission (“SEC”). Facing...more

Society of Corporate Compliance and Ethics...

[Event] Dallas Regional Compliance & Ethics Conference - October 22nd, Frisco, TX

Our one-day Regional Compliance and Ethics Conferences provide attendees with a forum to interact with local compliance professionals, share information about your compliance successes and challenges, and create educational...more

Morgan Lewis

SEC Greenlights New Director Diversity Disclosure Requirements for Nasdaq-Listed Companies

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The US Securities and Exchange Commission (SEC) approved new disclosure rules on August 6 regarding board member diversity of Nasdaq-listed companies. Nasdaq’s new rules require most companies to tell shareholders how many of...more

Sullivan & Worcester

Nasdaq Adopts New Requirements for Board Diversity

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On August 6, 2021, the SEC approved Nasdaq’s proposed rule regarding board diversity and disclosure. This rule will require companies listed on Nasdaq to have at least two diverse directors or to explain why it failed to do...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Approves Nasdaq Board Diversity Listing Standards

On August 6, 2021, the Securities and Exchange Commission (SEC) approved1 the Nasdaq Stock Market’s (Nasdaq) proposal to amend its listing standards to encourage greater board diversity and to require board diversity...more

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