FCPA Compliance Report-Episode 330 Robin Bew and Henry Stoever of the NACD
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
California’s common law “business judgment rule,” as described by the courts, protects from court intervention “those management decisions which are made by directors in good faith in what the directors believe is the...more
Background- Aerojet Rocketdyne (AJRD) develops and manufactures advanced propulsion and energetics systems, including Javelin and Stinger missile engines, NASA vehicle propulsion and power systems, and other systems for...more
The U.K. Financial Conduct Authority has published its final policy and rules to implement diversity and inclusion requirements for listed company boards and executive committees. The new FCA rules, which will apply as an...more
Since at least the 1970s and the publication of Milton Friedman's "shareholder primacy" doctrine, throughout the hostile takeover business culture of the 1980s, and during the more recent linking of executive compensation to...more
Durch die Initiative „Stayonboard“ war die Frage einer Freistellung von Vorstandsmitgliedern, etwa für eine Elternzeit, lange diskutiert worden. Nun hat das BMJV hierzu einen Vorschlag für eine Gesetzesänderung entwickelt....more
The number of stockholder rights plans (also known as “poison pills”) adopted in 2020 significantly increased compared to prior years. The collapse in public company equity values during the inception of the COVID-19...more
The Second Leadership Positions Act (FüPoG II) aims to further develop the regulations for the equal participation of women in leadership positions. In the private sector, this will introduce a mandatory quota of women on...more
The extraordinary pandemic-based financial challenges impacting hospitals, health systems and other providers as a result of the Coronavirus (COVID-19) should prompt boards to re-evaluate focus on their duty to monitor the...more
Sixth in a series of updates on how the pandemic is informing basic elements of governance. Boards should reconsider the scope of their primary and emergency executive and board succession practices to reflect circumstances...more
Second in a series of updates on how the pandemic is implicating basic governance topics. The role and operation of the board executive committee has been highlighted by the current pandemic-driven crisis...more
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
SEC/CORPORATE - US District Court Orders SEC To Revise Resource Extraction Issuer Rule - On September 2, the US District Court for the District of Massachusetts ordered the SEC to file with the District Court in 30...more
The U.S. Department of Justice—widely criticized for the perceived lack of cases brought against corporate executives—on September 9, 2015 issued to all U.S. attorneys a new directive designed to hold more individuals...more
Why it matters - As anticipated, the Federal Financial Institutions Examination Council (FFIEC) released its Cybersecurity Assessment Tool, providing a process for financial institutions' management to gauge their...more
The Office of the Comptroller of the Currency (OCC) on October 30 published revised policy and procedures for how it manages Matters Requiring Attention (MRAs) resulting from its examination of supervised institutions. MRAs...more