Innovation in Compliance: Gaurav Kapoor on Risk Management and the Role of AI in GRC
Sunday Book Review: August 10, 2025, The More Books from The Ethicsverse Library Edition
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
In Gilbert v. Unisys Corp., the Delaware Court of Chancery held that two former employees with the title of Vice President were entitled to advancement of litigation expenses brought by the corporation, despite the fact that...more
Making a claim under your directors and officers (D&O) insurance policy should be straightforward, right? Not quite. We suggest you consider the following approaches to help you navigate the claim process and maximize the...more
As scrutiny of public companies continues to increase, it is important for directors and officers to understand the full range of protections from personal liability available to them and for a company to be cognizant of its...more
While those running companies may be aware of the numerous management and accounting breaches that can give rise to civil liability, there is generally less recognition of the possibility that breaches can also give rise to...more
Directors, officers and other members of management often have the right under a company’s organizational documents to have defense costs advanced during the pendency of a covered case, investigation or other proceeding. If...more
8 Reasons to Buy D&O Insurance - 1. Attracting New Directors: D&O insurance makes board seats more attractive. 2. Investor Requirements: Some venture capital and private equity firms require that their portfolio...more
Serving as a company official—whether an LLC manager or an officer or director of a corporation—can sometimes be a risky prospect. Company officials on occasion find themselves at the center of complex litigation solely...more
Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), the two leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for...more
As a director or officer of a public or private company, you need to have strong protections in place to reduce your exposure to personal liability, as well as appropriately respond in case you become subject to an...more
Delaware amended its Corporation Law (Section 145(g)) to expressly permit the use of captive insurance to protect directors and officers, including from claims for which indemnification is prohibited, joining many other key...more
If you are serving as an officer or director of a public company (or a large private company), it has never been more important to make sure that you have an aggressively protective personal indemnification agreement. ...more
As directors and officers (Ds&Os) face exposure to potential personal liability claims, they should consider the principal protections available to them. Part one of this two-part series provided a “nuts and bolts” overview...more
Directors and officers (Ds&Os) face exposure to potential personal liability for claims made against them in their capacity as directors and officers of the companies that they serve. This article is part one in a two-part...more
The COVID-19 pandemic is testing the oversight and management skills of directors and officers (“D&Os”) of all businesses, especially lean private companies....more
Although it has become common for corporate directors and officers to face claims seeking to hold them personally liable for alleged damages resulting from actions taken in their official capacity, it wasn’t always this way....more
Institutional Shareholder Services ("ISS") and Glass, Lewis & Co ("Glass Lewis") have both released their updates to their respective Canadian proxy voting guidelines for the 2019 proxy season. The ISS updates apply to...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
What makes a corporate officer an “officer”? For corporations, the issue of who qualifies as an officer is significant because corporations may be required to advance legal expenses and indemnify their officers pursuant to...more
Directors and officers are exposed to potential liability from suits by the company, shareholders, and debt holders, among others. There are, however, a number of protections available to protect the assets of directors and...more
In Davis et al v. EMSI Holding Co., the Delaware Court of Chancery held that officers and directors of an acquired company were entitled to advancement under the acquired Company’s by-laws for expenses incurred in defending...more
In this issue of the Corporate Communicator, we bring you an article about the SEC’s recently released proposal to adopt rules for the clawback of executive compensation. The proposal is already controversial and it may prove...more
Corporate directors and officers (“D&O’s”) face significant personal exposure whenever their corporation is involved in a dispute or investigation. For this reason, prudent D&O’s avail themselves of all available legal...more
We’re back with the second episode of CorpCast, Morris James LLP’s podcast discussing Delaware corporate and commercial law and practice. In “Advancement 101,” we discuss the fundamentals of advancement actions in Delaware’s...more
We recently notified you of the FDIC’s Financial Institution Letter 47-2013 , which urges directors and officers of financial institutions to examine their institutions’ directors and officers (D&O) insurance coverage to...more