Excessive Compensation: What to do when the co-owners of your business pay themselves excessively
The Informed Board Podcast | CEO Succession Planning on a Clear Day
Guidepost in Motion EP25: State of Compliance with Alixandra Smith Part 2
Compliance Into The Weeds - Elon Musk and Tesla Redux
The Blackletter Podcast | A podcast for CEOs, Corporate Counsel, & Entrepreneurs
Takeaways From Recent Claims Against Mark Zuckerberg and Facebook – Mitigating the Heightened Risk of Privacy Suits Against Individual Directors and Officers
Government Contractors: Key Questions You Should Be Asking Your Advisors
Startup CEO Who Coded His Way Out: Rainway’s Andrew Sampson
Innovation in Compliance - Lessons About Leadership and Security with Paul Clayson
H.R. 1 – Disclosures, Disclaimers, and FEC Certifications: What Corporations, Non-Profits, and Trade Associations Need to Know
Episode 155 -- Tom Fox and Michael Volkov Discuss the Blue Bell Creameries Enforcement Action
Episode 117 -- FCPA Update: Samsung FCPA Settlement; Braskem Former CEO Indicted; Transport CEO Convicted after Trial
Compliance into the Weeds: Episode 117-Wells Fargo Update
Episode 42 -- How to Manage Your CEO on Compliance
Life Sciences Quarterly: A View From Washington: What to Expect From the SEC
This Week in FCPA- Episode 52, for the week ending May 12, the Firing the Investigators Edition
For Jeff Skilling, 'Enron Was His Life,' Lawyer Says
Employer’s Takeover of Former CEO’s LinkedIn Account Lawful Under CFAA
On June 26, 2025, the U.S. Securities and Exchange Commission (“SEC”) hosted a roundtable on executive compensation disclosure requirements. As noted in prior Insights, the SEC convened the roundtable to evaluate the...more
“Was the richest person in the world overpaid?” That’s how the Delaware Court of Chancery (the Court) began the 200-page opinion in Tornetta v. Musk to rescind Elon Musk’s entire $55.8 billion 10-year equity compensation...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
Companies have important decisions to make as they prepare for the 2024 annual meeting and reporting season. We have compiled this overview of the latest key issues — including SEC disclosure requirements, SEC guidance,...more
In last year’s Survey, we noted that concern for environmental and social issues (the “E” and the “S” of “ESG”) had reached an inflection point, having taken center stage from the more traditional governance issues (the “G”...more
McDonald’s Corporation has joined a growing list of companies that have taken action to forfeit unpaid compensation or demand repayment of compensation previously paid to a former CEO, including equity awards or proceeds from...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
Compensation-related litigation and threats of litigation continued to significantly impact public companies in 2017. These companies should be mindful of issues that were raised in recent litigation: proxy disclosure,...more
The Situation: The UK government has proposed several corporate governance reforms in an effort to improve transparency and accountability in private and public employers....more
The corporate governance landscape has become more complicated, making it more difficult for directors to manage the often inconsistent demands of multiple constituencies while pursuing the fundamental fiduciary obligation to...more
The Hershey Governance Settlement - On Friday, July 29, the Pennsylvania Attorney General, the Hershey Trust Company and the Milton Hershey School, entered into a written settlement resolving an investigation conducted...more
According to a new report from ISS, the structure of board leadership plays a significant role in relative levels of CEO compensation. Combining the CEO and board chair titles is still the most prevalent leadership structure...more
CEO Pay, Performance, and Value Sharing, a paper by academics at the Stanford Business School, discusses the disconnect between the perceptions of CEO pay among directors (who set CEO pay) and the public (who ultimately pay...more
This season’s finale of Silicon Valley provided Richard with only the briefest moment of victory before he once again faces losing Pied Piper. First, the arbitrator rules that because Richard used a Hooli computer while...more
Everyone needs a hero, someone they can look up to and admire, and project feelings of positive personality. The world’s history is replete with “great” leaders who instilled in people a feeling of connection, commitment and...more
The SEC has proposed a rule that would require new hedging policy disclosure by companies that are subject to SEC proxy rules. The proposed rule would in most cases expand the hedging policy disclosure currently provided by...more
Apparently, about $1 million if you are the CEO of Johnson Controls, Inc. At least, that is one possible takeaway from the action of the board of directors of Johnson Controls with respect to the behavior of its CEO, Alex...more
Executive compensation is a topic that just won’t go away, particularly with pay disparity and pay for performance regulations still looming. We highlight below some of the matters directors should be considering as they...more
Several provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act have brought compensation of financial institution executives into the public eye. Although disclosure of executive and director compensation...more
Following are some topics that public companies may want to consider in preparation for the 2014 proxy season. Shareholder Proposals - The 2013 proxy season reflected a continued increase in the number of...more
Top 10 Topics for Directors in 2014 - U.S. public companies face a host of challenges as they enter 2014. Here is our list of hot topics for the boardroom in the coming year: 1. Oversee strategic planning amid...more
A board’s decision as to whether, when and how to terminate the employment of a CEO and hire a successor is among the most critical decisions facing the board of any company — large or small, public or private, established or...more