News & Analysis as of

Fiduciary Duty Compliance Board of Directors

Health Care Compliance Association (HCCA)

[Event] Regional Compliance & Ethics Conference - February 22nd - 23rd, Anchorage, AK

Looking for compliance education and networking in your area? SCCE & HCCA’s Regional Compliance & Ethics Conferences bring compliance practitioners from all disciplines together for convenient, local compliance education....more

Society of Corporate Compliance and Ethics...

[Event] Regional Compliance & Ethics Conference - February 22nd - 23rd, Anchorage, AK

Looking for compliance education and networking in your area? SCCE & HCCA’s Regional Compliance & Ethics Conferences bring compliance practitioners from all disciplines together for convenient, local compliance education....more

J.S. Held

Crosscurrents: Boards of Directors & Greenhouse Gas Verification – Working Toward Sustainability Compliance

J.S. Held on

Boards of Directors, Compliance Responsibilities, and How They Contribute to Overall Success - Boards of Directors are the lynchpin to effective sustainability programs. Effective sustainability programs can only be...more

Thomas Fox - Compliance Evangelist

The World Has Changed: McDonald’s and the Oversight Duty of Officers-Part 2

This week, we are exploring a shift in the duties of care owed by corporate officers to the corporation. It is coming through the Chancery Court of Delaware in the case of McDonald’s Corporation and its former Executive Vice...more

Maynard Nexsen

Key Issues for Board Members of Life Sciences Company to Follow in 2022

Maynard Nexsen on

Serving on a Board of Directors for a company is an important role that allows Board members to bring their leadership and experience to the organization to assist it with developing strategy and policy. Board members have a...more

Society of Corporate Compliance and Ethics...

[Event] Regional Compliance & Ethics Conference - March 28th, Phoenix, AZ

Looking for compliance training and networking in your area? SCCE’s Regional Compliance & Ethics Conferences offer practitioners convenient, local compliance training, including updates on the latest news in regulatory...more

Health Care Compliance Association (HCCA)

Anne Daly, Judy Ringholz and Steve Ortquist on Healthcare Compliance Program Reviews

There are a lot of good reasons to do a periodic review of your healthcare compliance program, not the least of which is that the government expects it. But when’s the right time? How do you get the management support? ...more

White & Case LLP

In Re Boeing Decision Underscores Need for Risk-Based Corporate Governance by Directors

White & Case LLP on

Following enforcement actions imposing corporate criminal or civil liability, shareholders often bring derivative actions seeking to hold directors liable for related compliance failures by alleging they breached their...more

Sheppard Mullin Richter & Hampton LLP

COVID-19 Directors’ Duties of Oversight: Reporting and Monitoring

Boards of directors have a duty to exercise oversight and to monitor the company’s operational viability, legal compliance and financial performance during this COVID-19 pandemic. In Marchand v. Barnhill, the Delaware Supreme...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - November 2019

This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including recent trends in Delaware corporate disclosure law, the Delaware Supreme Court’s important ruling in Marchand v....more

The Volkov Law Group

Delaware Court Increases Scrutiny of Corporate Board Oversight and Monitoring of Compliance Programs

The Volkov Law Group on

On October 1, 2019, in In re Clovis Oncology, Inc. Derivative Litigation, a Delaware Chancery Court denied a motion to dismiss the plaintiffs’ claims under the Caremark decision against individual directors for failing to...more

Foley & Lardner LLP

Board-Level Risk Oversight Deserves Renewed Attention

Foley & Lardner LLP on

Board oversight of significant company risk areas and legal compliance deserves renewed attention, as the Delaware Supreme Court recently ruled that monitoring practices that have previously been considered acceptable may...more

Faegre Drinker Biddle & Reath LLP

A Director’s Mission: Understanding, Monitoring and Accurately Reporting Mission Critical Operations

On October 1, 2019, the Court of Chancery rendered an opinion in In re Clovis Oncology, Inc. Derivative Litigation, denying a motion to dismiss a Caremark claim for breach of fiduciary duty and reinforcing a director’s duty...more

Foley & Lardner LLP

Shareholder Activism Pushes Boundaries of Board Duties

Foley & Lardner LLP on

Under the traditional model of corporate governance, boards of directors owe fiduciary duties to one group, and one group only — the company’s shareholders — to maximize the value of their shares. But, times are changing. In...more

The Volkov Law Group

Board Members Should Take Note — Delaware Supreme Court Issues Important Decision on Caremark Compliance Standard

The Volkov Law Group on

I have long predicted that corporate board members are in for a rude awakening. Corporate boards have to improve their ability and knowledge surrounding supervision and monitoring of a company’s ethics and compliance...more

The Volkov Law Group

Conflict of Interest Issues – A Significant Risk

The Volkov Law Group on

In the risk mitigation business, we often focus on legal risks, such as anti-corruption, sanctions, export controls, antitrust and AML. As compliance programs mature, and the CCOs focus on proactive strategies, one key issue...more

Foley & Lardner LLP

A Compilation of Enforcement and Non-Enforcement Actions

Foley & Lardner LLP on

Non-Enforcement - SEC Decides Against Mounting an Appeal in Koch Ruling - The July 2015 ruling by the D.C. Circuit Court in Koch v. SEC will apparently not be challenged by the SEC. The Court ruled in that...more

Foley & Lardner LLP

A Compilation of Enforcement and Non-Enforcement Actions

Foley & Lardner LLP on

Non-Enforcement - Form PF — What Purpose? SEC registered investment advisers with at least $150 million of assets under management in private funds are required to periodically file Form PF with the SEC. The...more

Foley & Lardner LLP

MSSP Final Rule ACO Eligibility Requirements, Application and Renewal Process

Foley & Lardner LLP on

This is the second post in Health Care Law Today’s series on the final rule. This post addresses Eligibility Requirements, and the Application and the Renewal Process. ACO Eligibility Requirements - Under the...more

McDermott Will & Emery

CMS Issues Final ACO Rules: Key Legal Implications for Hospital & Health System ACOs

McDermott Will & Emery on

On June 4, 2015, the Centers for Medicare & Medicaid Services (CMS) released a final rule (Final Rule) containing changes to its Medicare Shared Savings Program (MSSP). Some of the changes codify informal guidance that the...more

McAfee & Taft

OIG issues additional guidance to healthcare boards regarding compliance efforts and oversight

McAfee & Taft on

The Office of the Inspector General (OIG) of the U.S. Department of Health and Human Services, together with leading legal, audit and compliance collaborators, recently issued the fourth in a series of publications providing...more

The Volkov Law Group

Corporate Board Responsibility for Compliance

The Volkov Law Group on

You can talk all you want about the importance of “tone-at-the-top.” People use that term all the time and everyone nods their heads in agreement. But what is the “top”? Is it the CEO? Is it senior executives? Is it the...more

Sheppard Mullin Richter & Hampton LLP

California Court of Appeal Holds That Challenges to Corporate Elections Under Corporations Code Section 709 May be Predicated Upon...

In Morrical v. Rogers, No. A137011, 2013 Cal. App. LEXIS 811 (Cal. App. Oct. 10, 2013), the California Court of Appeal, First District, held that the summary procedures set forth in California Corporations Code § 709 may be...more

Baker Donelson

Good Governance for General Counsel: What Your Board Needs to Know Now

Baker Donelson on

A host of regulatory and finance reforms have ushered in significant changes for health care entities, and likewise, for the boards that guide them. How can general counsel broach these changes with their boards and steer...more

Saul Ewing LLP

Corporate Governance Insights - Issue 1

Saul Ewing LLP on

We were delighted to hear from many of you that our recent statewide series of Insurance Company Corporate Governance Workshops with Pennsylvania Deputy Commissioner Stephen Johnson offered valuable information for directors...more

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