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
WeWork’s drama in past weeks—which includes a planned and postponed public offering thanks to rough financials and dicey corporate governance—is prompting the company to consider swapping out founder Adam Neumann as CEO to...more
The Delaware Supreme Court held yesterday that the dismissal of a shareholder derivative action for lack of demand futility can preclude other derivative actions as long as the plaintiff in the dismissed case adequately...more
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, it...more
Yesterday, just in time for the start of the proxy season, the Securities and Exchange Commission published its eagerly-awaited guidance on two shareholder proposal exclusions – Rule 14a-8(i)(9) (“directly conflicts”...more
Corp Fin today posted Staff Legal Bulletin 14H providing guidance on two key issues regarding shareholder proposals under Rule 14a-8: - the scope and application of Rule 14a-8(i)(9) (the exclusion for conflicting...more
On July 6, 2015, the U.S. Court of Appeals for the Third Circuit issued its opinion in Trinity Wall Street v. Wal-Mart Stores, Inc. The holding permitted Wal-Mart Stores, Inc. ("Wal-Mart") to exclude a shareholder proposal...more
On July 6, the United States Court of Appeals for the Third Circuit issued an opinion overturning the November 2014 ruling of the United States District Court for the District of Delaware that Wal-Mart Stores, Inc. had...more
Yesterday, the Third Circuit finally rendered its opinion in Trinity Wall Street v. Wal-Mart Stores Inc, a case involving a shareholder proposal submitted by Trinity Wall Street requesting that Wal-Mart’s board develop a...more
The Third Circuit has issued its decision in the case of Trinity Wall Street v Wal-Mart Stores, Inc. To try and put it simply, Wal-Mart argued Trinity’s shareholder proposal dressed up a matter related to the ordinary...more
The U.S. Court of Appeals for the Third Circuit issued a decision on April 14, 2015 that reversed a U.S. District Court opinion and vacated a permanent injunction that would have required Wal-Mart Stores, Inc. to include a...more
We knew someone would do this for us if we just waited long enough. A summary of early trends in proxy access responses suggests most are including the shareholder proposal and recommending a no vote. See here. Only a single...more
Last week, the 3rd Circuit heard oral argument in the appeal of Trinity Wall Street v. Wal-Mart Stores, Inc., a decision by a federal district court in Delaware that had enjoined Wal-Mart from relying on the “ordinary...more
Currently before the Third Circuit is Trinity Wall Street v. Wal-Mart Stores, Inc. The case involves whether Wal-Mart can exclude a shareholder proposal under the “ordinary business exception” to Rule 14a-8. Trinity...more
Amicus briefs are pouring in in favor of Wal-Mart in its appeal to the Third Circuit. Wal-Mart appealed the United States District of Delaware’s decision that denied Wal-Mart the right to exclude a shareholder proposal...more
Wal-Mart has appealed the United States District of Delaware’s decision which denied Wal-Mart the right to exclude a shareholder proposal submitted by Trinity Wall Street. The District Court held that the SEC was incorrect...more
Niagara Falls, slowly I turn, step-by-step, inch-by-inch. In a creative epiphany, I have found a way to link together one of my favorite Three Stooges (Curly was my hero) scenes and Wal-Mart’s current situation in Delaware...more