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Corporate Governance

Thomas Fox - Compliance Evangelist

Tone at the Top Week: Part 5 – CCOs Using Town Halls to Build Compliance

This week we have been exploring how Chief Executive Officers and other senior executives can set an appropriate Tone at the Top by actually walking-the-walk of compliance rather than simply talking-the-talk of compliance....more

Ankura

Political Nexus in Indian Startups: Essential Checks for Investors

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As the Indian startup ecosystem continues to thrive, attracting substantial investments from around the globe, investors are increasingly eyeing opportunities within this burgeoning market. However, investing in Indian...more

Fenwick & West LLP

Securities Law Update - September 2024

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Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more

Thomas Fox - Compliance Evangelist

Tone at the Top Week: Part 4 – CCOs Using Team Meetings to Further Compliance

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

White & Case LLP

Land of the rising dissension: Japanese shareholder activism in focus

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A perfect storm of volatile market conditions and investor demands is brewing in Japan, fostering an environment ripe for increased shareholder activism in 2025 - Global shareholder activism surged in the first half of...more

Cooley LLP

Delaware’s Latest on Bylaws: 5 Lessons Learned

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I was talking with Cooley partner Brad Goldberg about how he has been helping quite a few companies revisit their bylaws in response to the Delaware Supreme Court’s recent Kellner decision....more

A&O Shearman

Eighth Circuit Reverses Jury Verdict For Aiding And Abetting Ponzi Scheme, Holding That In Pari Delicto Defense Barred Bankruptcy...

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On September 12, 2024, the United States Court of Appeals for the Eighth Circuit reversed a trial court decision that had rejected a bank’s assertion of the in pari delicto defense to aiding and abetting claims brought by the...more

Cooley LLP

ICYMI—Say goodbye to the SEC’s Climate and ESG Task Force

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In case it escaped your notice a few months back—as it did mine—Bloomberg is now reporting that the SEC has “quietly disbanded” its Enforcement Division’s Climate and ESG Task Force. You remember the task force? Back in...more

Morris, Manning & Martin, LLP

Why Your Organization Needs an AI Policy

As AI becomes an integral part of modern business, it’s critical for companies to establish a strategic AI policy and framework that not only addresses current challenges but also positions them for future growth and...more

A&O Shearman

Looking Back And Moving Forward – 2023 FCPA Enforcement Trends And Patterns

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While 2023 saw a slight increase in the number of FCPA enforcement actions from 2022, there was a marked decline in total penalties from the prior year. Last year, the DOJ and the SEC resolved a total of 14 corporate...more

Barnea Jaffa Lande & Co.

Regulation in the Past Year: A Summary of Key Changes and Outlook for the Future

Most of the focus over the past year has been on the events of October 7 and the ensuing war. Not only the citizens, but also the legislative and regulatory authorities in Israel have been devoting most of their time to deal...more

Moore & Van Allen PLLC

Foreign Institutional Investors Await Italian Government Action on Corporate Governance Reforms

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On March 27, 2024, the Italian legislature enacted reforms to attract new investors to the Italian capital markets and improve corporate governance following guidelines issued by former Prime Minister Mario Draghi’s...more

Fenwick & West LLP

Investor Coalition for Equal Votes targets dual-class structures

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Recently, the Investor Coalition for Equal Votes (ICEV) has been sending letters to private companies requesting a meeting to discuss dual-class voting structures and their impact on corporate governance....more

Thomas Fox - Compliance Evangelist

Tone at the Top Week: Part 3-Email as a Strategic Compliance Tool

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

Stark & Stark

Corporate Transparency Act (CTA): Action Required for Community Associations

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As the end of the year approaches, there has been no determination that community associations will be relieved of the requirement to comply with the Corporate Transparency Act (CTA). While we remain hopeful of a legislative...more

Allen Matkins

California May Soon Define "Corporation" To Include That Are Not Corporations

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The California Corporations Code is a misnomer.  While the Corporations Code does in fact govern corporations, it also governs a wide variety of unincorporated entities, including general partnerships, limited partnerships,...more

K&L Gates LLP

ESG—Australia: Mandatory Climate-Related Financial Disclosures: Legislation Passes Parliament

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On 22 August 2024, the Senate passed the Treasury Laws Amendment (Financial Market Infrastructure and Other Measures) Bill 2024 (the Bill), which requires certain organisations to make mandatory climate-related financial...more

Hogan Lovells

Wagner v. BRP: The Court of Chancery extends its Moelis stockholders agreement jurisprudence

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In Wagner v. BRP Group Inc., the Delaware Court of Chancery further developed its jurisprudence regarding the validity of stockholders agreements that vest significant control rights in minority stockholders instead of a...more

Vinson & Elkins LLP

No Rest for the Weary: Three Trends to Watch in Shareholder Activism This Fall

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Fall is fast approaching, so most major US public companies have held their 2024 annual meetings. But, while temperatures are sure to cool in the coming months, the same can no longer be said for the shareholder activism...more

Fox Rothschild LLP

Court Declines to Undo a Corporate Board’s Vote that a Disgruntled Shareholder Skipped

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In a costly episode of Aaron Sorkin’s adage that “decisions are made by those who show up,” the majority shareholder in a pair of family-controlled oil and gas companies learned of about 850,000 reasons why attendance can be...more

The Volkov Law Group

Supply Chain “Audits” and Risk Mitigation

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We have seen an explosion in the attention paid to legal, compliance and operational risks companies face in supply chain operations.  Depending on the industry, companies have to address a wide-swath of supply chain risks,...more

Allen Matkins

Another Delaware Publicly Traded Company Proposes A Nevada Move

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Last week, Chromocell Therapeutics Corporation filed preliminary proxy materials that included a proposal to reincorporate in Nevada.  Rather than convert, the company is proposing to effect the reincorporation by means of a...more

Fenwick & West LLP

Considerations for Upcoming 10-Q Disclosures

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With the end of the third quarter quickly approaching, companies may want to consider the following for their upcoming Quarterly Reports on Form 10-Q...more

Burr & Forman

What To Do Before Adopting Generative AI in Your Business

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Your business may want to jump on the Generative AI (GAI) bandwagon and discover how your company may become more productive, competitive, reduce costs, and make the most of new technology. There are many intriguing and...more

A&O Shearman

Zooming in on AI – #4: What is the interplay between “Deployers” and “Providers” in the EU AI Act?

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One of the key aspects of the EU AI Act (“AI Act”)[1] is linked to the qualification of providers and deployers and the nuances which help distinguish between the two categories of stakeholders. What would this mean in...more

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