News & Analysis as of

Corporate Governance

Blog: When Theories Collide: What Happens When The Shareholder Preeminence Theory Meets The Stakeholder Theory?

by Cooley LLP on

Laurence Fink, the Chair and CEO of BlackRock, has issued his annual letter to public companies, entitled A Sense of Purpose. As in prior years, Fink advocates enhanced shareholder engagement and a focus on long-term...more

Rethinking Stakeholder Engagement for the New Millennium

by Thomas Fox on

What does stakeholder engagement mean in the 21st century? How has the topic gained such traction over the past few years? What is the role of the compliance professional in stakeholder engagement? How does increased...more

ISS and Glass Lewis Update Their Proxy Voting Guidelines for 2018

by Smith Anderson on

Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two of the leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for...more

Corporate Law & Governance Update - January 2018

by McDermott Will & Emery on

Technology-Driven Disruption - Recent news stories and governance publications serve to underscore the challenge to health systems posed by innovation-based business model disruption. Health care boards will be expected to...more

The Root Cause Analysis

by Thomas Fox on

One new and different item laid out in the Evaluation of Corporate Compliance Program (Evaluation), supplementing the Ten Hallmarks of an Effective Compliance Program from the 2012 FCPA Guidance, was the performance of a root...more

Blog: Does Inclusion Of Executive Compensation Metrics Related To Corporate Social Responsibility Lead To Long-Term Value...

by Cooley LLP on

In this recent academic study, Social Responsibility Criteria in Executive Compensation: Effectiveness and Implications for Firm Outcomes, the authors examined the impact of the integration of elements of corporate social...more

Financial Regulatory Developments Focus - January 2018

by Shearman & Sterling LLP on

In this week's newsletter, we provide a snapshot of the principal US, European and global financial regulatory developments of interest to banks, investment firms, broker-dealers, market infrastructure providers, asset...more

How Do You Evaluate a Risk Assessment?

by Thomas Fox on

Yesterday we considered how to perform a risk assessment. Today how do you evaluate the information you have developed. After you complete your risk assessment, you must then translate it into a risk profile, as Rick Messick...more

2017 Technology and Life Sciences IPO Report

Wilson Sonsini Goodrich & Rosati’s 2017 Technology and Life Sciences IPO Report sets forth data related to 61 U.S.-based technology and life sciences initial public offerings that priced between January 1 and December 15,...more

Three Simple Steps to Improve Your Corporate Culture

by Michael Volkov on

What exactly does “corporate culture” mean?  Compliance professionals often talk about how important “tone from the top” or the “mood in the middle” is, but what does that really mean?...more

Performing Risk Assessments

by Thomas Fox on

One cannot really say enough about risk assessments in the context of an anti-corruption program. Since at least 1999, in the Metcalf & Eddy enforcement action, the Department of Justice (DOJ) has said that a risk assessment,...more

Time to Test and Audit Your Compliance Program

by Michael Volkov on

We all enjoy citing government sources for guidance on an effective ethics and compliance program. Whether it is the United States Sentencing Guidelines, the Justice Department’s and SEC’s FCPA Guidance, Health and Human...more

Five Major Compliance Predictions for 2018

by Michael Volkov on

When you look back on the rise of the ethics and compliance profession, you cannot ignore the history of accomplishments. It is easy to minimize these accomplishments as a reaction to the government’s aggressive FCPA...more

[Webinar] Outlook 2018: How companies are addressing hot-button shareholder issues and winning approval - January 18th, 1:00pm ET

by Hogan Lovells on

In conjunction with the Equilar report, Corporate Governance Outlook 2018, featuring commentary by Hogan Lovells and Donnelley Financial Solutions, this webinar will explore upcoming trends for the 2018 proxy season and...more

What California Lawyers May Learn From This Delaware Case

by Allen Matkins on

Shortly before leaving Delaware's Court of Chancery in 2015, Vice Chancellor Donald F. Parsons issued a decision that is widely known for the conclusion that Section 205 of the Delaware General Corporation Law does not...more

Operationalizing Compliance: Conduct at the Top, Accountability Are Key

Almost one year ago, in February of 2017, the U.S. Department of Justice (DOJ) Fraud Section released the Evaluation of Corporate Compliance Programs guidance, which references the FCPA Resource Guide and the Hallmarks of...more

SEC Staff’s Latest Guidance Presents Dilemma for Companies Seeking to Exclude Shareholder Proposals on Environmental and Social...

by Dorsey & Whitney LLP on

On November 1, 2017, the SEC Division of Corporation Finance issued a Staff Legal Bulletin No. 14I (“SLB 14I”), which includes guidance on the scope and application of the “ordinary business” basis for excluding shareholder...more

The Compliance Function in an Organization

by Thomas Fox on

The role of the compliance professional and the compliance function in a corporation has steadily grown in stature and prestige over the years. In the 2012 FCPA Guidance (Guidance), under Hallmark Three of the 10 Hallmarks of...more

M&A Update: Delaware Court of Chancery Enforces Oral Agreement to Settle Proxy Contest

In a December 8th decision (Sarissa Capital Domestic Fund LP, et. al. v. Innoviva, Inc.), the Delaware Court of Chancery ruled in favor of Sarissa Capital Domestic Fund LP and certain of its affiliates in concluding that...more

Changes to Form ADV Just in Time for Annual Updating Amendments

by Pullman & Comley, LLC on

It is that time of year again, when state and federal registered investment advisers (RIAs) renew their registrations and file annual Form ADV updating amendments. The updating amendments are due by March 31, 2018. Part 1A...more

Compliance Lessons from Santa

by Thomas Fox on

In honor of Christmas I want to write about some of Santa’s lessons for the compliance practitioner, which I have adapted from an article in the Houston Business Journal, entitled “10 Valuable Business Lessons from Santa” by...more

Corporate Communicator - 2018 Annual Meeting Season

by Snell & Wilmer on

Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more

Shareholder Activism on Climate Is Only Going to Increase

While EPA continues to go backwards on climate, evidence continues to mount that investors are only going to get more aggressive. There were two developments worth noting this month. First, Bloomberg Markets reported that...more

New FCPA Corporate Enforcement Policy Incentivizes Corporate Voluntary Self-Disclosure and Cooperation

Under the new FCPA Corporate Enforcement Policy recently released by the Department of Justice (“DOJ”), when a company has voluntarily self-disclosed misconduct, fully cooperated in the government’s ensuing investigation, and...more

Loose Lips Still Sink Ships: Inadvertent Tipping Risks Under the New Administration

by King & Spalding on

Although the markets happily march to new heights under the current administration’s promises of fewer regulations and the prospect of imminent tax reform, no one should approach this year’s holiday season with a relaxed...more

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