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
As scrutiny of public companies continues to increase, it is important for directors and officers to understand the full range of protections from personal liability available to them and for a company to be cognizant of its...more
Seven years ago, I addressed the question of whether the board of directors of a California corporation could remove a fellow director...more
On March 6, 2024, the SEC adopted new rules mandating climate-related disclosures in public companies’ annual reports and registration statements. As anticipated, the rules are facing multiple legal challenges, which have...more
Most legal entities like corporations have officers and directors who, together, run the business. Directors sit on the board of directors and collectively govern and oversee the entity. In contrast, officers generally...more
Public company directors are under more pressure than ever to oversee enterprise risk, even risk from day-to-day operations, which is normally addressed by management. Egregious failures of upper management to react to red...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
Of late, Harvard has garnered an abundance of attention regarding the continued incumbency of its President. Despite widely criticized testimony before Congress and the publication of allegations of plagiarism, the Harvard...more
Neither California's nor Delaware's General Corporation Law expressly prohibits directors from being represented by proxy at board meetings. However, it appears to have been well settled in Delaware since at least 1915 that...more
The U.S. Securities and Exchange Commission ("SEC") has charged a group of small companies with making deficient filings on Form 12b-25, harkening back to the SEC's "broken windows" strategy from the last decade....more
There are potentially a number of ramifications to classifying a board member as employee, including whether the corporation may be entitled to obtain a workplace violence restraining order petition pursuant to Section 527.8...more
Section 204(a)(10) of the California Corporations Code permits the articles of incorporation to include provisions eliminating or limiting the personal liability of a director for monetary damages in an action brought by or...more
A number of recent SEC enforcement actions alleging failure to disclose perquisites, summarized below, highlight the importance of the questionnaires routinely used in connection with the preparation of SEC reports and proxy...more
Clawback compensation has been a longstanding tool for both public and private companies to recoup excesses paid to employees after the occurrence of certain untoward events. For example, it is not uncommon to find clawback...more
As we near June 30, 2023, companies are advised to get a jump start on disclosure changes and possible updates to upcoming Form 10-Qs (or Form 10-Ks in the case of non-calendar year companies). The SEC recently updated the...more
On occasion, someone might perceive that they have been improperly appointed as a director or officer of a corporation. If this unfortunate circumstance occur, is there any mechanism for publicly disclaiming the...more
On April 24, 2023, the U.S. Securities and Exchange Commission (SEC) extended the time period for its review and approval of the clawback-related listing standards from April 27, 2023 to June 11, 2023....more
Several years ago, I wrote about the various meanings of "person" in the California Corporations Code. All of the definitions mentioned in that post included corporations within the list of persons. If a corporation is a...more
It is an old rule of English law that the only person who can sue for a wrong done to a company is the company itself. Related to that rule is the principle that an individual shareholder cannot bring a personal claim for a...more
In a potentially precedent-setting case, 11 directors of global energy company Shell Plc (formerly Royal Dutch Shell Plc) are being sued in their personal capacity over the company’s energy transition strategy. The claim,...more
SEC Amends Trading Plan Rule, Requires More Disclosure for Insider Trading Amended - Rule 10b5-1 for trading plans takes effect on February 27, 2023. The amended rule adds new conditions to the affirmative defense against...more
Public company executives have long engaged with their shareholders, especially during proxy season, to share business strategy and address investor concerns. In recent years, public company directors have increasingly...more
On January 27, 2023, the SEC’s Division of Corporation Finance (Corp Fin) published four new Compliance and Disclosure Interpretations (CDIs) relating to the SEC’s recently adopted clawback rules. Please refer to our previous...more
In yesterday's post, I highlighted a new discussion paper arguing that Twitter's leaders through its stakeholders "under the bus" in favor of the interests of the stockholders. According to the authors, stakeholder...more
Shareholder engagement is an imperative for every public company. And with the recent adoption of universal proxy cards, 2023 promises to inject fresh uncertainty into how companies think about and approach that engagement....more
Wilson Sonsini Goodrich & Rosati is pleased to present our 2022 Silicon Valley 150 Corporate Governance Report, which reviews the corporate governance practices and disclosures of the Valley’s largest public companies. ...more