With Delaware’s officer exculpation law now in its third proxy season, how are companies faring at the ballot box? In this week’s blog, my colleague Lenin Lopez offers insight into what’s working, what’s not, and how...more
Environmental-related risks in merger and acquisition (M&A) transactions shouldn’t just be a technical concern for legal and compliance teams—they should also be a board-level consideration. Whether stemming from legacy...more
Most director resignations are routine affairs, but that was not the case with a recent and very public director resignation. This resignation and others like it may serve as a cautionary tale for any board. In this week’s...more
Autonomous agents, agentic artificial intelligence (AI), or AI agents seem to be all the rage lately. Most recently, Salesforce CEO Marc Benioff was quoted as saying that today’s CEOs will be the last to lead all-human...more
Corporate crises happen—and that means we have to plan for them. While it isn’t practical to prepare for every possible corporate crisis, there are steps that boards and management teams can take to be better prepared. In...more
When a public company faces significant financial challenges and uncertainty, the pressure on management teams and boards of directors to make the “right” decisions intensifies. If those financial challenges are not...more
Public companies are under immense pressure to stay ahead of emerging trends, navigate increasingly complex regulations, and meet investor and other stakeholder demands. The expertise required to address these challenges is...more
In 2021, the Securities and Exchange Commission (SEC) adopted final rules that made it easier for shareholders, including activists who may not have the company’s long-term interests in mind, to put dissident directors on a...more
Director-level conflicts of interest continue to be an issue that corporations must monitor and address. The negative implications associated with these types of conflicts, whether actual or perceived, in the context of board...more
Corporate scandals and failures are ever-present. The last few years have provided us with examples from healthcare providers, life science, banking, cryptocurrency, and automotive manufacturing. With the benefit of...more
The US Securities and Exchange Commission (SEC) adopted new rules in October 2022 that implement the compensation recovery (“clawback”) provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010...more
In part one of this two-part series, I reviewed what earnings management is (and isn’t) and went through a few examples of earnings-management-related actions brought by the Securities and Exchange Commission (SEC). In this...more
Public companies are under tremendous pressure to meet or beat stock analyst earnings estimates. This pressure caused Warren Buffet to observe: “Managers that always promise to ‘make the numbers’ will at some point be tempted...more
As a director or officer of a public or private company, you need to have strong protections in place to reduce your exposure to personal liability, as well as appropriately respond in case you become subject to an...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
On March 21, 2022, the Securities and Exchange Commission (“SEC”) proposed rule amendments (the “Proposed Rules”) that would require most US public companies and foreign private issuers to include certain climate-related...more