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
Possibly regretting the repercussions of its recent decision in Delman v. GigAcquisitions3, the Delaware Court of Chancery opted on February 21, 2023, to restore relative peace to dozens of SPACs for which the capital...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
Are you a US-headquartered company with international business operations? How confident are you that your company and its agents, employees, affiliates, or subsidiaries are not dealing with foreign countries, geographic...more
Fewer public companies are allowing insiders, including directors and officers, to hedge and/or pledge their shares. These days, insider trading policies will typically include a section covering these practices and either...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
Proxy advisory services have been beset by controversy. In response, in July 2020, the Securities and Exchange Commission (SEC) issued final rules (the 2020 Final Rules) tightening regulations that govern proxy advisory...more
Email communications can be a trap for unwary independent directors. The December 2020 In re WeWork Litigation decision illustrates the point, as discussed in this earlier blog. Specifically, directors who often use corporate...more
Forward-looking statements—statements that evidence management’s beliefs about what the future holds—can be valuable to analysts and investors. They are also very interesting to plaintiffs’ attorneys, especially if those...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
Multinationals continue to find themselves subject to expanding laws and regulations across the world. Add to this the heightened frequency of cross-border cooperation between regulators and you have a recipe for increased...more
Sometimes it turns out that an authorized speaker for your public company (e.g., CEO, CFO, or head of investor relations) has selectively shared nonpublic information with analysts or investors that he or she thought was...more
Directors and officers know that social media is a megaphone—but do they know who at the company is holding the megaphone? And are any guardrails in place? In this week’s D&O Notebook, my colleague Lenin Lopez provides timely...more