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
Episode 322 -- Checking in on Caremark Cases
Compliance into the Weeds: What Are Boards Doing About AI (Hint: Not Much)
Conflictos de interés en Colombia, nueva regulación
2024 was a prolific year for activists, with 243 campaigns launched globally – the highest number since 2018. US activity was up modestly, and a busy year in Asia offset a quieter year in Europe. With the 2025 proxy season in...more
As most public companies enter their fourth fiscal quarter and look ahead to filing their Form 10-Ks and proxy statements, a recent settlement agreement announced by the Securities and Exchange Commission (the SEC) serves as...more
Chancellor Kathleen McCormick of the Delaware Court of Chancery grappled with this question in a recent derivative lawsuit challenging Tesla’s performance-based equity award with a potential USD55.8 billion maximum value and...more
Background on Moonshot Award Practices - In the years leading up to the slowdown in the IPO markets in late 2021, it had become increasingly common for high-growth technology companies to grant large equity incentive...more
The plaintiffs in Chan v. ArcSOFT, Inc., 2023 WL 2788585, believed that they had been misled in a buyout of their shares and so they sued the company and its Chief Executive officer. One of the plaintiffs, Marc Chan, did not...more
UCLA Law Professor Stephen Bainbridge recently answered the question of whether shareholders may remove a corporation's chief executive officer and chairman of the board from a Delaware perspective. Like Delaware, California...more
In a case of first impression, the Court of Chancery held recently that officers, like directors, owe their companies a duty of oversight, although the scope of that will vary with their responsibilities. Two other Chancery...more
In a recent posting on the Business Law Prof [sic] Blog, William S. Boyd School of Law Professor Benjamin Edwards wrote about a recent order issued by Nevada state District Court Judge Timothy C. Williams. The case involved...more
Alexander M. Cutler, lead director of DuPont de Nemours, Inc. Q: Based on your experience, what are some of the key elements of a highly functioning board? A: Recognizing that there is no “one size fits all” blueprint, my...more
Delaware Chancery Court Dismisses Cigna Derivative Suit Over Failed Anthem Merger; The PCAOB Sanctions Former KPMG Vice Chair Of Audit For Failure To Supervise Senior Members Of KPMG's Audit Practice; Ninth Circuit Affirms...more
Environmental, Social, and Governance (ESG) issues are clearly going to be uppermost in the thoughts of CEOs and their corporate boards in 2022, if recent research by KPMG is anything to go by. ...more
In the last couple of years, many CEOs have felt the need to voice their views on political, environmental and social issues, such as racial justice and voting restrictions. For example, after the murder of George Floyd and...more
Last year, the City of Pontiac General Employees' Retirement System filed a derivative suit against the Board of Directors and Chief Executive Officer of Cisco Systems, Inc. The gist of the complaint was that the "Defendants...more
Professor Stephen Bainbridge recently addressed the question of whether a board of directors could delegate to the CEO the decision about when and whether to sell the company. Professor Bainbridge points out that the CEO is...more
On January 30, 2020, the Board of Governors of the Federal Reserve System (Federal Reserve) issued a final rule (Rule) that revises the Federal Reserve’s regulations related to determinations of whether a first company (an...more
We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2019 and their impact on M&A transactions. This review looks at these...more
BlackRock’s Chairman and Chief Executive Officer Larry Fink issued his annual letter to CEOs and a letter to clients on January 14, 2020. Both letters focused on the importance of climate change and sustainability in the...more
The death of Oracle CEO Mark Hurd in October has highlighted a longstanding public company dilemma: whether and when to disclose the news that a senior leader has a serious health challenge. Not only is the topic sensitive...more
Quick: Does your company have any insiders who either now or in the future may own $90 million or more in company stock? The CEO? The founder? A member of the board? If so, then now is the time for a crash course in the...more
John Jenkins yesterday wrote about the New York City Controller's initiative asking boards of directors to adopt a policy "requiring that the initial lists of candidates from which new management-supported director nominees...more
During the process of drafting and legislating the Companies Law 5759-1999, great emphasis was placed on the issues that arise in public companies with a controlling shareholder. In the 1990s, the vast majority of public...more
Concern for environmental and social issues has reached an inflection point. While traditional governance issues that have been a staple of investor advocacy and discussion (the “G” of ESG) continue to be important,...more
Institutional Shareholder Services Inc. has launched its Annual Policy Survey. The survey is a key component of ISS’ annual benchmark policy development process, looking at potential policy changes globally for 2020 and...more
This edition provides an overview of key regulatory developments in the past three months relevant to companies listed, or planning to list, on The Stock Exchange of Hong Kong Limited (HKEx), and their advisers. In...more
The Fenwick & West Gender Diversity Survey provides unique insight into women’s participation at the most senior levels of public technology and life sciences companies in the Silicon Valley 150 Index (SV 150) and the large...more