Navigating ESG: Preparing for Future Regulations (Part Two) — Regulatory Oversight Podcast
Implications of the SEC Cybersecurity Disclosure Rule
Why Time Matters: Partners Lindsay Gerdes and Michael J. Bronson on Swift Action in Government Investigations
Nonprofit Quick Tip: State Filings in Colorado and Wyoming
REFRESH Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation
REFRESH Nonprofit Basics: Designators, Members, Directors, Officers - The Who’s Who of Nonprofit Governance
Navigating ESG: The Growing Importance and Compliance Challenges (Part One) — Regulatory Oversight Podcast
“Monsters, Inc.” y el buen gobierno corporativo
Navigating the Regulation Jungle: How to Be Compliant, Work Efficiently, and Stay Sane
Episode 332 -- Deep Dive into SEC’s Internal Controls and Cybersecurity Settlement with R&R Donnelly
Digital Planning Podcast Episode: Estate Planning and the Corporate Transparency Act
Episode 331- NAVEX State of Risk and Compliance Programs
What the Board Should Be Asking About the Compliance Program
Market Leaders Podcast Episode 94: Exploring the Perils of Optics-Driven DEI Initiatives with Guest Mira Dewji
Managing Social Media Risk
Compliance Lessons from Dating in Your 50s
How Tax Works - Entity Selection
The AI Shakeup: New Tech Innovations and the Future of Corporate Law
AGG Talks: Cross-Border Business Podcast - Episode 16: The Political and Legal Maze of ESG in the U.S. and Abroad
Episode 327 -- Another Look at the Importance of Corporate Culture
We continue our blog post series on how CEOs and top senior executives can demonstrate the ubiquitous Tone at the Top. Setting the tone of doing business ethically and in compliance is one of the most critical...more
We continue our exploration of how CEOs and senior executives are uniquely positioned to drive home the importance of ethical behavior and adherence to compliance regulations. Today, we consider the humble email and how it...more
On June 7, 2024, Bernard Condon, an Associated Press reporter, authored the article, “Zombies: Ranks of world’s most debt-hobbled companies are soaring, and not all will survive.” Condon’s article details zombie companies...more
Q&A with Yumi Narita, NYC Office of the Comptroller - In late May, Yumi Narita, Executive Director of Corporate Governance at the New York City Office of the Comptroller, spoke with Stephen Brown, Senior Advisor, KPMG Board...more
On June 11, 2024, the United States Securities and Exchange Commission (the “SEC”) charged Illit Raz, the former CEO and founder of the since-shut-down artificial intelligence recruiting startup Joonko Diversity Inc....more
On June 21, a jury in the U.S. District Court for the Central District of California found the former CEO and Chairman of Ontrak, Inc., a publicly traded healthcare company guilty on one count of securities fraud and two...more
We conclude our focus on culture this week by returning to some of our long-time compliance roots for improving culture, such as the listening tour. In 2022, returning Starbucks Chief Executive Officer (CEO) Howard Schultz...more
Overview - The Australian Securities Exchange (ASX) Corporate Governance Council (Council) has recently released its consultation materials for the proposed 5th Edition of the Corporate Governance Council Principles and...more
At the start of 2024, the New York State Department of Financial Services (“DFS”) issued an industry letter: Guidance on Assessment of the Character and Fitness of Directors, Senior Officers, and Managers (the “Guidance”),...more
One of my colleagues who knows that I am currently CEO of Purpose Legal, and also serve on the Boards of two other companies, asked me about the differences between being a CEO and a board member. Certainly, operating a...more
“Was the richest person in the world overpaid?” That’s how the Delaware Court of Chancery (the Court) began the 200-page opinion in Tornetta v. Musk to rescind Elon Musk’s entire $55.8 billion 10-year equity compensation...more
Chancellor Kathleen McCormick of the Delaware Court of Chancery grappled with this question in a recent derivative lawsuit challenging Tesla’s performance-based equity award with a potential USD55.8 billion maximum value and...more
Succession planning for senior management should be an annual process, managed by the board. Our panel discusses best practices, including how to develop multiple and next-level candidates, how to keep internal candidates...more
Background on Moonshot Award Practices - In the years leading up to the slowdown in the IPO markets in late 2021, it had become increasingly common for high-growth technology companies to grant large equity incentive...more
The latest edition of Davies’ Governance Insights is now available. In this issue, we explore 10 important trends that will help general counsel and boards navigate the year ahead. In order to help you with your strategic...more
After George Floyd’s death in May 2020, companies (including their directors and officers) are facing increasing liability exposure and scrutiny from both sides of the political aisle relating to diversity, equity, and...more
OpenAI, the high-flying developer of the groundbreaking ChatGPT AI chatbot and its associated foundational large language models, recently made headlines that set the corporate governance world abuzz. On a quiet Friday in...more
Companies have important decisions to make as they prepare for the 2024 annual meeting and reporting season. We have compiled this overview of the latest key issues — including SEC disclosure requirements, SEC guidance,...more
For the better part of a decade, the U.S. Justice Department has led the way on calls for a strong, independent corporate compliance function – until recently, that is. Then the Department of Health and Human Services leaped...more
La Guía de Cumplimiento para Pequeñas Entidades de FinCEN publicada el 18 de septiembre de 2023 define un beneficiario real como cualquier individuo que, directa o indirectamente: ejerce un control sustancial sobre una...more
FinCEN’s Small Entity Compliance Guide published 9/18/23 defines a beneficial owner as any individual who, directly or indirectly: exercises substantial control over a reporting company or owns or controls at least 25 percent...more
Nevada, like California, has enacted an anti-SLAPP law that is intended to protect citizens' First Amendment rights to petition the government for redress of grievances and to free speech by limiting the chilling effect of...more
One of the many great experiences I have been fortunate to have in my career is to meet some impressive leaders – at the Department of Justice, on Capitol Hill, and in corporations. To focus on the latter, I have met some...more
In New England Carpenters Guaranteed Annuity and Pension Funds v. DeCarlo (Aug. 2023), the Second Circuit held, among other things, that CEO/CFO certifications mandated by SOX Section 302 constitute non-actionable statements...more
The plaintiffs in Chan v. ArcSOFT, Inc., 2023 WL 2788585, believed that they had been misled in a buyout of their shares and so they sued the company and its Chief Executive officer. One of the plaintiffs, Marc Chan, did not...more