Nonprofit Basics: Conflict of Interest Policies and Best Practices for Approving Insider Compensation
FCPA Compliance Report-Episode 330 Robin Bew and Henry Stoever of the NACD
FCPA Compliance and Ethics Report-Episode 119-FCPA Year in Review, Part I
Boards often take an interest in the ‘soft’ parts of HR, things like culture, values and branding. But could an increased focus on the ‘hard’ parts of people management be another important way to help make a company a better...more
Last year, we discussed how stockholder complaints concerning environmental, social, and governance (“ESG”) issues were making their way to the courtroom and, specifically, how the Delaware Court of Chancery and Supreme...more
On January 25, 2023, the Delaware Chancery Court issued its ruling in In re McDonald’s Corporation Stockholder Derivative Litigation, C.A. No. 2021-0324-JTL (Del. Ch. Jan. 26, 2023), holding for the first time that a...more
At conference after conference, we continue to hear the statistic that up to 70% of change initiatives fail. For many people this resonates with the challenges of driving organizational change. However, while this statistic...more
Public company boards face an ever-increasing list of topics that fall under their oversight responsibilities. As the list gets longer, so too does the breadth of skills and backgrounds that boards view as important when...more
The Situation: Directors and executives are largely responsible for the culture of companies, and regulators are seeking to hold them accountable for misconduct that can be traced to poor culture. The Key Message: Culture...more
On April 30, 2019, Assistant Attorney General Brian A. Benczkowski announced the release of an updated version of the Criminal Division's "The Evaluation of Corporate Compliance Programs" during a keynote address at the...more
In a major development in ethics and compliance program expectations, the Justice Department has issued a new and important revised guidance on the Evaluation of Corporate Compliance Programs....more
Planning for a "Soft" Yates Repeal - Forthcoming changes to the Department of Justice’s “Yates Memorandum” offer unanticipated legal compliance consequences for health systems that merit proactive consideration by the...more
Recently, corporate cultures—or, more particularly, serious lapses in same—have emerged as flashpoints at many businesses and even entire industries, often with significant negative press coverage and severe economic...more
Wells Fargo Lessons - The recently released independent investigative report of the Wells Fargo sales model controversy provides a surprising number of important oversight, structural and reporting lessons for the...more
The following developments from the past month offer guidance on corporate law and governance law as they may be applied to nonprofit health care organizations: OVERSIGHT OF CORPORATE CULTURE - A significant emerging...more
This post continues my exploration of internal controls and how companies can demonstrate compliance with the internal controls requirement under the Foreign Corrupt Practices Act (FCPA) by adherence to the COSO 2013...more
In this episode I begin a two-part review of the 2014 FCPA year. In this episode I review some of the significant corporate enforcement actions. ...more
In a recent speech at the Stanford Directors’ College, SEC Chair Mary Jo White discussed several “things that directors should know about the SEC.” Her speech focused on directors as gatekeepers, self-reporting of wrongdoing,...more