News & Analysis as of

Corporate Governance

Alert: ISS Peer Group Submission Process for 2018 Annual Meetings

by Cooley LLP on

Each year, Institutional Shareholder Services (ISS) constructs its own peer groups to analyze companies' executive pay and relative company performance. In doing so, it takes into account each company's self-selected peer...more

M&A Update: SEC Issues Guidance on Issuers’ Ability to Exclude Shareholder Proposals under Rule 14a-8

On November 1, 2017, the staff of the Division of Corporate Finance of the Securities and Exchange Commission published Staff Legal Bulletin No. 14I. SLB 14I provides additional guidance to companies and shareholders...more

Considerations When Bringing on a New Owner

by PilieroMazza PLLC on

The attorneys at PilieroMazza's Colorado office frequently assists businesses in drafting, amending, and negotiating their operating agreements, bylaws, and shareholders’ agreements. When this exercise involves a government...more

Blog: 2017 Audit Committee Transparency Barometer from the Center for Audit Quality shows continued increase in enhanced...

by Cooley LLP on

Earlier this month, the Center for Audit Quality together with Audit Analytics posted their annual Audit Committee Transparency Barometer, which measured the quality of proxy disclosures regarding audit committees among...more

SEC Issues Additional Guidance Related to Shareholder Proposals

by BakerHostetler on

On Nov. 1, 2017, the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin (SLB) No.14I to provide additional guidance related to shareholder proposals and Exchange Act Rule 14a-8. Specifically, the SLB...more

Be Careful What You Ask For in a Section 225 Case

by Morris James LLP on

Delaware recognizes the need to promptly resolve disputes over the composition of the board of directors of a Delaware corporation. Section 225 of the Delaware General Corporation Law provides that the Delaware Court of...more

This Week in FCPA-Episode 77, the Home for the Holidays Edition

by Thomas Fox on

Jay and I return for a wide-ranging discussion on some of the top compliance and ethics related stories of the week, including: 1. The DOJ/SEC FCPA Guidance turned 5 years old this week. For the compliance practitioner,...more

Putting Ethics Back Into Compliance (Part IV of IV)

by Michael Volkov on

My final posting on this week’s ethics series is a call to action for all compliance professionals. Every compliance officer should insist on and embrace a title – “Chief Ethics and Compliance Officer.” Some larger...more

Using Movie Clips to Expand Your Compliance Classroom

by Thomas Fox on

Create unforgettable teachable moments - Instead of having lawyers drone on, giving forgettable instructions on ethics, culture and honesty; they will clearly enjoy a scene of a star like Leonardo DiCaprio bluffing his way...more

FTSE gender balance a year on – is progress being made?

by Dechert LLP on

The Hampton-Alexander Review (the “Review”), an independent, business led review supported by the UK Government, has published its ‘one year on’ supplementary report on gender balance in FTSE leadership....more

10 Steps to Brewery Start-Up: A Step-by-Step Guide to Start-Up A Brewery In Maryland – Step 2 Forming A Business Entity

by Miles & Stockbridge P.C. on

In this ten-part blog series, I will explore the ten steps that you should take to start-up a brewery of your own in Maryland. If you follow these ten simple steps, you will be able to start-up with a great foundation for...more

The 10 Hallmarks of an Effective Compliance Program: Still the Foundation

by Thomas Fox on

The joint Department of Justice (DOJ) and Securities and Exchange Commission (SEC) 2012 FCPA Guidance came out five years ago this month. As a commentator focusing on the doing of compliance, we should pause to once again...more

Are Directors Independent? It Depends: CSA Revisiting Regime

The Canadian Securities Administrators (CSA) have released CSA Consultation Paper 52-404 – Approach to Director and Audit Committee Member Independence (Consultation Paper) and are inviting comments on the current approach to...more

Everything Compliance Reports from the SCCE 2017 Compliance & Ethics Institute [eBook]

by Thomas Fox on

In October 2017, nearly 2000 compliance professionals gathered in Las Vegas for the annual Society of Corporate Compliance and Ethics (SCCE) Compliance and Ethics Institute. The event was a great success for all involved, it...more

Activist Shareholder, the CCO and Compliance

by Thomas Fox on

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

Trust and Integrity – Bedrock of Corporate Sustainability (Part II of IV)

by Michael Volkov on

Here is another profound grasp of the obvious – all companies need to make a profit. However, as companies begin to focus on long-term performance rather than short-term quarterly objectives, innovative leaders believe...more

SEC Agenda Will Focus on Transparency

by McGuireWoods LLP on

In a Nov. 8, 2017, speech at the Practising Law Institute on Securities Regulation, Securities and Exchange Commission (SEC) Chairman Jay Clayton previewed the SEC’s near-term agenda. In his published remarks, Clayton...more

SEC Releases Timely Guidance on Shareholder Proposals

by White & Case LLP on

On November 1, 2017, the staff (the "Staff") of the Division of Corporation Finance of the Securities and Exchange Commission (the "SEC") released Staff Legal Bulletin No. 14I (the "Guidance"), providing guidance on the...more

Business Ethics, Values and Personal Ethics (Part I of IV)

by Michael Volkov on

This week I am examining in a four-part series the issue of business ethics in an attempt to provide practical approaches to business ethics to help build and promote a company’s culture. ...more

How to Communicate the ‘Vision Thing’

by Thomas Fox on

Think about the task facing new Uber Chief Executive Officer (CEO), Dara Khosrowshahi. He is working to overhaul a toxic corporate culture, while dealing with regulators literally across the globe. ...more

Alert: Updates to ISS Governance QualityScore and Special Data Verification Period Opening November 13, 2017

by Cooley LLP on

What is QualityScore? Institutional Shareholder Services (ISS) rates corporate governance quality and risk for companies in 30 markets, including constituents of the U.S. Russell 3000, through a product called...more

Corporate and Financial Weekly Digest - Volume XII, Issue 43

by Katten Muchin Rosenman LLP on

SEC/CORPORATE - On November 1, the Division of Corporation Finance of the Securities and Exchange Commission (Division) published Staff Legal Bulletin No. 14I (SLB 14I), which provides new, issuer-friendly guidance on...more

A solution to get the corporate hotline working as well as the corporate grapevine

The following interview is with Juliette Gust and Tricia Fratto, founders, Ethics Suite. RB: So, Juliette and Tricia, how about sharing some of your background? JG: Well Richard, I think I may be the only hospitality...more

SEC Releases New Guidance on Shareholder Proposals

by Bracewell LLP on

On November 1, 2017, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission published in Staff Legal Bulletin No. 14I guidance relating to the excludability of certain shareholder proposals...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

AT&T’s chief is weighing in the DOJ’s call to sell CNN in order to make its deal with Time Warner go through, and, as Randall sees it, “selling CNN makes no sense”....more

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