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
The spread of misinformation goes beyond public relations and poses a real risk to business operations. Whether it's inaccurate information shared on social media, mischaracterizations in mainstream news or podcasts, or...more
With evolving regulations and emerging risks—including tariffs, DEI-related controversies, and cybersecurity concerns—some public companies are refining their approach to assessing and updating risk factor disclosures. Beyond...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
Corporate boards continue to find themselves the subject of scrutiny by plaintiffs’ attorneys alleging violations of fiduciary duties—specifically as a function of a lack of independence—after a significant board decision....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
On March 6, 2024, the Securities and Exchange Commission (SEC) adopted final rules that will require public companies to significantly expand the scope of climate-related information in their registration statements and...more
One notable feature of the stock market in 2024 is the number of public companies announcing share buybacks and the expectation that this trend will continue. While share buybacks are generally well-received by investors,...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
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
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
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