FCPA Compliance Report: Navigating Corporate Scandals: Insights on Governance, Compliance, and Recovery with Steve Vincze
Innovation in Compliance: Scaling Compliance Programs: Insights from a Navy Veteran and Compliance Leader
Regulatory Ramblings: Episode 74 - Global Women in AI/Corporate Director Liability: Discretionary, Not Fiduciary with Tram Anh Nguyen and Marc I. Steinberg
Avoiding a Bored Board
Compliance Tip of the Day: COSO Governance Framework: Part 2, Oversight
Daily Compliance News: July 11, 2025, The What is a COI Edition
Five Tips for a New Public Company Director
Everything Compliance: Shout Outs and Rants: Episode 156
Compliance Tip of the Day – COSO Objective 1 – Control Environment
Sunday Book Review: June 15, 2025. The Books on Corporate Governance Edition
Compliance Tip of the Day: Board Oversight on Internal Controls
Great Women in Compliance: Board Bond - Why Ethics & Compliance Professionals Should Be on Boards and How to Get on One
Tariffs and Trade Series: What Boards of Directors Need to Know
Third-Party Risk The competitive world of banking struggles to keep up with technological advances, particularly in a regulatory environment.
The Privacy Insider Podcast Episode 4: Don't Be Evil: In the Hot Seat of Data Privacy, Part 1
REFRESH Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation
REFRESH Nonprofit Basics: Designators, Members, Directors, Officers - The Who’s Who of Nonprofit Governance
“Monsters, Inc.” y el buen gobierno corporativo
Market Leaders Podcast Episode 94: Exploring the Perils of Optics-Driven DEI Initiatives with Guest Mira Dewji
AGG Talks: Cross-Border Business Podcast - Episode 16: The Political and Legal Maze of ESG in the U.S. and Abroad
everal 2024 decisions by the Delaware Court of Chancery led some prominent corporate leaders to express frustration over perceived increased liability standards for corporate officers and directors, even publicly advising new...more
After a lawsuit filed by liquidators of a company that collapsed against the company’s former officers, directors, and independent auditors was dismissed in limine, a new Israeli Supreme Court ruling overturned that decision...more
A corporation operates through its board of directors. All corporate powers must be exercised by or under the direction of the board. In Texas, the Texas Business Organizations Code (TBOC) provides certain provisions...more
In Roels v. Valkenaar, a shareholder filed a shareholder derivative suit against former and current officers and directors of the company based on multiple claims of breach of fiduciary duty. No. 03-19-00502-CV, 2020 Tex....more
What is the Business Judgment Rule? The North Carolina Business Corporation Act (the "Act") imposes certain requirements on corporate directors to ensure that they act in the best interest of the corporation when making...more
Directors and officers of corporations owe a duty of care and a duty of loyalty to both the corporation and its shareholders, although the duty of care for directors can be exculpated. A breach of these fiduciary duties can...more
On June 18, 2019, the Delaware Supreme Court issued an opinion addressing the fiduciary obligation of directors and officers to exercise proper oversight over the corporation and to implement a system of controls to ensure...more
We’ve asked lawyers from our offices in Spain, France, Germany, the Netherlands, and the U.S. to talk about when directors and officers get caught up in M&A litigation....more
In an important recent opinion, the Delaware Supreme Court ruled in In re Investors Bancorp, Inc. Stockholder Litigation that certain director compensation decisions would be reviewed under the “entire fairness” standard...more
What happens when corporate directors approve their own awards under an equity incentive plan? Under Delaware law, so long as the plan is approved by a majority of the fully informed, uncoerced and disinterested stockholders,...more
Recent changes to Nevada corporate law reaffirm Nevada’s commitment to providing directors and officers with maximum deference in the exercise of their fiduciary duties on behalf of Nevada corporations. Specifically, Nevada...more
On July 1, 2017, significant amendments to the director and officer liability provisions of Georgia’s Financial Institution Code and Business Corporation Code will take effect. These amendments, adopted as House Bill 192...more
On Tuesday, Governor Nathan Deal signed into law a change to Georgia’s business judgment rule. The legislation, which was supported by the Georgia Bankers Association and the Georgia Chamber of Commerce, purports to modernize...more
It is not unusual in the lifecycle of a start-up for the company to hit road blocks and have cash flow issues. During these times, the board and its members will ask the company’s professionals what their fiduciary duties are...more
We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments. In This Issue: - Q&A...more
Earlier this year, in a consolidated breach of fiduciary duty and appraisal action, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a post-trial opinion that includes many important takeaways for...more
After 30 years of running his family-owned business, Hillbilly Oil Co., Jed Clampett decided to retire in 2013. The board of directors elects Jethro Bodine as Hillbilly’s President and Elly May as Vice President. Both Jethro...more
The Georgia Supreme Court has adopted the Business Judgment Rule with a very important nuance that requires officers and directors to not only be prepared when making their decisions but to document their preparations in...more
In an unexpected turn of events, two recent cases arising out of the U.S. District Court for the Northern District of Georgia have resulted in two sets of certified questions to the Georgia Supreme Court that will likely have...more
I. Introduction. The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more