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.
Daily Compliance News: March 11, 2025, The Shift in View Edition
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
With the deadline for mandatory use of EDGAR Next around the corner – September 15th – here are the five biggest issues we’ve been working with clients on (as told to me by Cooley’s Luci Altman), some of which mirror the “Top...more
On May 14, 2025, Texas Governor Greg Abbott signed Texas Senate Bill 29 (SB 29) into law. The bill, which became effective immediately, overhauls the Texas Business Organizations Code (TBOC) to provide greater certainty in...more
With tariffs so top of mind right now, I checked in with Cooley’s Beth Sasfai and asked her to think back to her in-house counsel days and what she would be doing to help her company navigate the current environment. Here are...more
Delaware is the most common jurisdiction for public corporations and benefits from well-developed case law and a legislature that annually revises the corporate statute. The Delaware Chancery Court, however, often appears to...more
As part of its campaign promise to target diversity, equity, and inclusion (DEI) programs and practices, the new administration issued a January 21, 2025, Executive Order entitled “Ending Illegal Discrimination and Restoring...more
As the regulatory landscape continues to evolve, public company officers and directors must stay abreast of the enforcement priorities and expectations of the Securities and Exchange Commission (SEC). Over the past year, the...more
On October 22, 2024, the SEC announced that it had entered into settlements with four separate companies for making allegedly misleading disclosures about how they were impacted by the SolarWinds data breach in 2019. The...more
There are generally two ways you can control a corporation. One is by owning a majority of the stock, in which case you control the board of directors. The other is to secure control contractually, through agreements and...more
On December 29, 2023, China enacted the amended Company Law of the People’s Republic of China (Amended PRC Company Law), which will come into effect on July 1, 2024. These are some of the most significant changes to the laws...more
This is the fourth in our 2024 Year in Preview series examining important trends in white collar law and investigations in the coming year. We will be posting further installments in the series throughout the next several...more
A number of recent SEC enforcement actions alleging failure to disclose perquisites, summarized below, highlight the importance of the questionnaires routinely used in connection with the preparation of SEC reports and proxy...more
The Delaware courts have issued several noteworthy decisions in recent weeks that should have an impact on practice and stockholder litigation. Below is a brief summary of these decisions, which involved the following...more
A California federal court held that a California statute requiring California-based corporations to have a minimum number of directors from designated under-represented groups violates the federal Constitution’s Equal...more
The SEC’s Division of Enforcement has increasingly put the spotlight on disclosure controls— the processes that public companies use to collect information for disclosures in their public filings. The agency recently charged...more
In a potentially precedent-setting case, 11 directors of global energy company Shell Plc (formerly Royal Dutch Shell Plc) are being sued in their personal capacity over the company’s energy transition strategy. The claim,...more
For the third year, Skadden’s European M&A practice has worked with Activistmonitor to survey executives from leading European companies and activist investors to assess their expectations for shareholder activism in Europe...more
On January 4, the Delaware Chancery Court issued a second decision suggesting that SPAC sponsors and directors proceed with care in connection with de-SPAC transactions (and potentially future SPAC formation). As a result of...more
The Securities and Exchange Commission’s (SEC’s) new universal proxy rules, which took effect for meetings after August 31, 2022, require the use of “universal” proxy cards in all director election contests, except for...more
To prepare for 2023, reporting companies should be aware of applicable SEC filing deadlines and financial statement “staleness” dates, as well as regulatory reforms that may affect the preparation and contents of disclosures...more
On December 13, 2022, the Securities and Exchange Commission unanimously adopted amendments to Rule 10b5-1, imposing new limitations on the ability of insiders to utilize so-called “10b5-1 plans.” 10b5-1 plans are plans to...more
On December 14, 2022, the U.S. Securities and Exchange Commission adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) and new disclosure requirements designed to enhance investor...more
The pandemic’s impact may be subsiding, but businesses are encountering new challenges across the globe, including the potential for an economic retrenchment, rising interest rates, shifting regulatory and litigation...more
The United States Department of Justice (DOJ) announced last week that directors at several technology companies have resigned as a consequence of the agency’s renewed focus on overlapping board membership between...more
WHAT HAPPENED - • Seven directors resigned from corporate boards following promises of enforcement of Clayton Act Section 8 (15 U.S.C. § 19) by the US Department of Justice (DOJ), Antitrust Division (the Division), the...more
In the single largest enforcement event in the history of Section 8 of the Clayton Act, it was recently revealed that seven directors have resigned from the corporate boards of five public companies in response to the Justice...more