News & Analysis as of

Corporate Governance

Blog: Willis Towers Watson offers 2018 say-on-pay snapshot

by Cooley LLP on

In this snapshot review by Willis Towers Watson of U.S. say-on-pay and other compensation-related votes, WTW found that average support for say on pay remained high at 91%. In addition, where ISS identified “high” levels of...more

Q&A With Tom Fox On His New Book, 'The Complete Compliance Handbook'

by JD Supra Perspectives on

Compliance Evangelist Tom Fox's new book it out - here's what learned about it from the author himself....more

Four Phases of Corporate Culture Maturity from the SEC’s Chief Accountant

by NAVEX Global on

The chief accountant of the Securities and Exchange Commission recently gave remarks about inculcating a strong ethical culture at audit firms. And although he was talking to auditors, he was preaching to the compliance...more

New Rules for CBCA Companies

by Bennett Jones LLP on

Companies incorporated under the Canada Business Corporations Act (CBCA) will need to consider new rules regarding director elections, diversity disclosure, shareholder communications and other matters....more

Why "Transfer or Hypothecate"?

by Allen Matkins on

Section 204(b) permits the articles of incorporation to include reasonable restrictions upon the right to transfer or hypothecate shares of any class or classes or series. This is the only time the word "hypothecate" appears...more

How sanctions screening can mitigate treasury risk

Effective sanctions screening is vital for corporate treasurers at a time when geopolitical events and outdated banking systems have increased the risks of operating globally. Over the past decade, the global sanctions...more

Blog: Nontraditional board candidates made headway in 2017

by Cooley LLP on

According to a new report from the EY Center for Board Matters, 54% of the 2017 class of directors of Fortune 100 companies served in non-CEO roles and 40% were female. More than half of the Fortune 100 added at least one...more

Corporate Social Responsibility: Emerging Expectations for Public Companies

Why You and Your Board Need to Adapt to New Forms of Consumer Advocacy - Public companies are facing heightened expectations with respect to the social and environmental impacts of their business operations. Recent...more

Restructuring and Insolvency Bulletin: Issue 4 - May 2018: UK Consultation on Insolvency and Corporate Governance

by Dechert LLP on

Accountability is the major theme of the recent government consultation regarding ‘Insolvency and Corporate Governance’, which follows high profile failures such as BHS and Carillion. The consultation contains proposals...more

Audit committee oversight of enterprise risk management

by Dentons on

When primary risk oversight is delegated to an audit committee, rather than handled at the board level or within a separate risk committee or subcommittee, that committee should schedule time for periodic review of risk...more

DOJ Announces Formalization Of Policy On Corporate Resolution Penalties

by Shearman & Sterling LLP on

On May 9, 2018, the U.S. Department of Justice (“DOJ”) released a long-awaited policy regarding corporate enforcement and resolution. The policy—entitled “Policy on Coordination of Corporate Resolution Penalties”...more

Best Practices for Policy Management

by Mitratech Holdings, Inc on

Like the many gears that keep machinery running efficiently and working together, an effective policy management program involves many moving parts. Trying to wrangle these parts on your own, without help from a software...more

The SEC’s Spring 2018 Rulemaking Agenda – Observations on the Corporation Finance Agenda

by Ropes & Gray LLP on

The Spring 2018 unified regulatory agenda – the so-called “Reg Flex” agenda – came out on May 9. Although most of the items on the Corporation Finance agenda remain the same, there were a few new items added to the list that...more

Corporate Law & Governance Update - May 2018

by McDermott Will & Emery on

Major Workforce Culture Controversy - A recent, highly-publicized controversy provides a near-worst case scenario of how workforce culture issues can damage corporate reputations and raise questions about board oversight. ...more

New York and Washington Courts Issue Important Decisions Relating to M&A and Stockholder Nominations of Directors

Two courts recently issued significant corporate law decisions that are meaningful for corporations and investors navigating an M&A transaction or a proxy contest. Interestingly, both decisions arose outside of Delaware,...more

Director Compensation Litigation and Governance Updates: Three Things Every Public Company Director Should Know

Director compensation suits may survive a motion to dismiss in Delaware even if director compensation is within a shareholder-approved limit. ...more

Financial Stability Board Publishes Second Consultation on Governance of the Unique Product Identifier

by Shearman & Sterling LLP on

The Financial Stability Board has opened a second consultation on governance of the Unique Product Identifier. The FSB identified UPIs in September 2014 as a critical element towards a mechanism to produce and share global...more

Reflections on Week of Compliance in Brazil

by Thomas Fox on

I have finished up my week in Brazil and I wanted to end this week’s Brazil focused blog posts with some final thoughts and observations on the country’s burgeoning compliance scene....more

Across the Board-Episode 19, Board Governance for the Future: Refocus and Renewal

by Thomas Fox on

In this podcast I have back well-known Board of Director thought-leader Sheila Hooda for a discussion on Boards can deal with the disruptive nature of current climate of economics, politics and business. She provides a...more

Amendments to Saudi Arabia Companies Law enhances corporate governance and minority protection

by DLA Piper on

The Council of Ministers (Resolution number 403 dated 24/7/1439H corresponding to 10/4/2018G) (the Resolution) and Royal Decree No 79 (dated 25/7/1439 corresponding to 11/4/2018G (Decree), set out amendments to the KSA...more

Capital Markets Alert – Public Market Advocacy Groups Release Guidance

On April 27, 2018, the Securities Industry and Financial Markets Association (SIFMA), the U.S. Chamber of Commerce and Nasdaq, along with certain technology and biotechnology groups, released a policy paper titled “Expanding...more

How Monitors Work

by Thomas Fox on

Today we consider how monitors work. On my podcast, the FCPA Compliance Report, I am visiting with Don Stern, the Managing Director, Corporate Monitors and Consulting Services at Affiliated Monitors, Inc., (AMI) who sponsored...more

State Has No Clue As To How Much Board Gender Mandate Will Cost

by Allen Matkins on

Several previous posts have highlighted a bill that would impose a gender mandate with respect to the boards of directors of publicly traded corporations that maintain their principal executive office in California. Having...more

FCPA Compliance Report-Episode 382, Susan Divers on LRN’s 2018 Program Effectiveness Report

by Thomas Fox on

In this episode Susan Divers, Senior Advisor at LRN returns to talk about "LRN’s 2018 Program Effectiveness Report."...more

How Technology Helps Build an Effective Compliance Program

by Mitratech Holdings, Inc on

The Federal Sentencing Guidelines for Organizations (FSGO) pioneered the seven hallmarks to define what an effective compliance program should look like. ...more

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