While I have devoted the first two postings to outlining all the downside risks of third-party management and threats to overall organization resiliency and operations, it is important to consider the positive upside of...more
The Securities and Exchange Commission is very busy these days – aggressive enforcement, new rules and regulations, and wrestling with the burgeoning cryptocurrency industry. The SEC will play a key role in rolling out...more
4/22/2022
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Proposed Regulation ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The Securities and Exchange Commission is busy. The new Chairman Gary Gensler hit the ground running and is pushing an active agenda of policy issues and enforcement. Along with this push, the SEC’s new enforcement director,...more
4/21/2022
/ Corporate Governance ,
Cyber Attacks ,
Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Form 8-K ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The rise of ESG programs did not just come out of thin air. Frankly, in many respects, ESG tied together important trends relating to sustainability, social justice, reputational damage and climate change. Many...more
LRN conducts an annual Ethics and Compliance Program Effectiveness Report (“LRN Report”) that is a must-read for business leaders, managers, investors, compliance professionals and other stakeholders. LRN’s annual report has...more
Chief compliance officers have a difficult job (to say the least). If everything goes well, they are hailed as heroes. If a major problem occurs, everyone looks to the CCO to find out why the problem occurred. In the...more
One of my favorite New Year postings is under the title of “Person” of the Year. In the past, I have singled out the Chief Compliance Officers, Chief Ethics Officers, Prosecutors, and Whistleblowers....more
The success of an ethics and compliance program depends on the support of internal partnership functions – human resources, security, IT, legal, finance, procurement, ESG and others. Given this reality, ethics and compliance...more
Ethics and compliance professionals believe in their mission – if they did not, they would not be in the field. E&C professionals believe in the power of positive thinking, ethical conduct, and in the overall ability of an...more
The crushing aftermath of the tragic 737 MAX scandal is disturbing at the least. Innocent lives were lost because of Boeing’s culture misfires, poor leadership at the management and board level, and an arrogant disregard for...more
11/30/2021
/ Aircraft ,
Airplane Accidents ,
Aviation Industry ,
Boeing ,
Caremark claim ,
Corporate Culture ,
Corporate Governance ,
Corruption ,
Internal Controls ,
Safety Standards ,
Settlement Agreements ,
Shareholder Litigation ,
White Collar Crimes
In its decision, the Chancery Court methodically analyzed the weaknesses in Boeing’s board processes and its fundamental failure to meet basic Caremark standards in tackling airplane safety issues, particularly after the Lion...more
When considered in light of the Chancery Court’s decision, DOJ’s essential findings in its Boeing investigation are problematic at best. The Chancery Court’s decision outlines how Boeing’s culture of safety deteriorated into...more
11/24/2021
/ Airplane Accidents ,
Aviation Industry ,
Boeing ,
Breach of Duty ,
Compliance ,
Corporate Culture ,
Corporate Governance ,
Criminal Prosecution ,
Department of Justice (DOJ) ,
Derivative Suit ,
Enforcement Actions ,
Fiduciary Duty ,
Safety Standards ,
White Collar Crimes
For all the hype about ESG, board accountability, stakeholder demands for diversity and inclusion, a recent report on board diversity shows little change. That is not surprising....more
A targeted employee survey program requires careful planning and communications prior to launching the survey program. Employee engagement in response to a specific survey requires transparent and robust explanations and...more
Chief compliance officers play a key role in managing a company’s ethical culture. Most companies fail to pay proper attention to its culture because it is difficult to define, measure and monitor. Such an approach is...more
A supervising ESG Committee has to resolve several basic questions in order to build out its ESG program....more
Investor demand for companies to provide robust and transparent ESG information is growing quickly. Investors understand that companies have to develop effective strategies to address ESG risks. The impact on shareholder...more
ESG – the initials that are transforming corporate missions, purposes and structures, fueled by stakeholder and investor demand. It is a significant moment in corporate and stakeholder interactions. ...more
10/28/2021
/ Business Plans ,
Business Strategies ,
Capital Investments ,
Compliance ,
Corporate Culture ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Investment Management ,
Publicly-Traded Companies
If you follow my blog, you know that I am passionate about the compliance profession. Chief compliance officers have unique talents, expertise and leadership qualities. CCOs are committed ethics warriors. No one else can...more
Chief compliance officers are creative professionals. This is one of many areas of expertise. But when it comes to corporate politics, many CCOs know how to package and promote their mission....more
Chief compliance officers need the support and advocacy of the corporate board to have a chance to succeed. A CCO has many important relationships to protect and nurture within the company. None is more important that the...more
Chief compliance officers can occasionally suffer from a “complex” (akin to the Jungian one). CCOs and their priorities are often pushed aside in favor of “more important” corporate initiatives. CCOs are used to fighting...more
9/21/2021
/ Business Plans ,
Business Strategies ,
Capital Investments ,
Chief Compliance Officers ,
Compliance ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Ethics ,
Publicly-Traded Companies ,
Sustainability
When I was a federal prosecutor and investigating corporations for misconduct, I imagined a well-oiled machine with vast resources, capable of overwhelming government prosecutors and law enforcement agents with lawyers,...more
Corporate leaders and executives like to mouth the words surrounding corporate culture. It is part of the code they all use with each other. Few of them, however, really know what the word means or even dare to understand...more
Corporate families can carry the traits of a smaller family – what do I mean by this quip? An absent parent inevitably causes harm to a family. Families depend on connection, support and ultimately intimacy. ...more