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
Episode 322 -- Checking in on Caremark Cases
Compliance into the Weeds: What Are Boards Doing About AI (Hint: Not Much)
On July 22, 2025, the Alberta Securities Commission (ASC) released reasons for its decision to cease-trade a shareholder rights plan of Greenfire Resources Ltd. The rights plan had been adopted in response to the announcement...more
With the 2025 proxy season upon us, this Alert highlights governance, disclosure, and engagement considerations for companies preparing for their 2025 annual meetings. Many of the governance and disclosure matters discussed...more
For decades, Delaware has been widely regarded as the leading forum for incorporation in the United States. More than half of all publicly traded U.S. companies, including more than two-thirds of the Fortune 500, have made...more
This case stems from the proposed reincorporations of Tripadvisor, Inc. and Liberty TripAdvisor Holdings, Inc. from Delaware to Nevada, which were first presented to the corporations’ respective stockholders for approval in...more
SEC Penalizes Director for Misleading D&O Questionnaire Response - The SEC recently brought an enforcement action against a director for causing violations of the proxy rules by failing to disclose a close personal...more
Challenges to corporate diversity, equity, and inclusion programs have gained momentum over the past year. As challengers refine their legal strategies, companies need a new playbook to protect and improve their DEI programs...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
On September 27th, 2023, the SEC brought charges against six officers, directors and major shareholders of public companies for repeated failures to make timely filings pursuant to Section 13 and Section 16 of the Securities...more
A draft ‘failure to prevent fraud’ corporate criminal offence will render large companies liable for fraud committed by their associates. We consider the draft offence and implications for businesses....more
Who may be interested: Investment Advisers, Mutual Fund Boards of Directors - Quick Take: The SEC staff recently issued a bulletin to highlight the requirements of Section 18 of the Investment Company Act of 1940 (1940...more
Following enforcement actions imposing corporate criminal or civil liability, shareholders often bring derivative actions seeking to hold directors liable for related compliance failures by alleging they breached their...more
In the past several years, the number of claims filed against newly public companies under the Securities Act of 1933 has increased significantly. At the same time, the development of direct listings has given companies...more
In the News. The Consumer Financial Protection Bureau (CFPB) granted a no-action letter (NAL) regarding a proposed small-dollar credit product and sought comment on the CFPB’s plan to study how consumers locate, comprehend...more
The federal proxy rules, with certain exceptions, apply to solicitations of proxies with respect to securities registered under Section 12 of the Securities and Exchange Act of 1934. Very few California corporations,...more
This update 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 particular,...more
Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more
The decision to bring a lawsuit on behalf of a corporation is entrusted to the corporation’s board of directors. A shareholder may not maintain a derivative lawsuit on behalf of a corporation without first making a demand on...more
The SEC prevailed on two summary judgment motions. One centered on a manipulation action. The other was against an attorney who facilitated a prime bank fraud. The Commission also filed: An action against UBS tied to its...more
At the request of the Federal Trade Commission (“FTC” or “Commission”), the Department of Justice (“DOJ”) filed this week in federal court a proposed settlement to charges that an investment fund violated the...more
When a significant stockholder in a publicly-held company is considering plans to take the company private, how soon must the stockholder disclose those plans in a Schedule 13D filing?...more
On September 10, 2014, the Securities and Exchange Commission announced charges against 28 officers, directors, and major shareholders for violating federal securities laws requiring them to report information about their...more