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
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
It’s been a year since the SEC’s compensation clawback rules took effect. Since then, US-listed public companies have implemented compliant compensation clawback policies that require executive officers to pay back...more
A recent enforcement action by the Securities and Exchange Commission (SEC) highlights the risks companies face when public disclosures may be viewed as misleading or fail to account for updated information....more
It’s obvious that strong cybersecurity governance should help to reduce a company’s risk of succumbing to a cybersecurity incident or being significantly impacted should one materialize. One major challenge: determining what...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
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 would think that individuals would avoid illegal insider trading like the plague. The general maxim to apply to avoid insider trading is simple: “Don’t trade in a public company’s securities while you’re aware of material...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 cyber breach of SolarWinds’ software in 2020 (the “SolarWinds breach” or “cyber breach”) has been described as the “largest and most sophisticated attack the world has ever seen.” As a result of the cyber breach,...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
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
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