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
As previewed in our previous blog post, the Securities and Exchange Commission (SEC) hosted a roundtable on executive compensation disclosure on June 26, with panelists considering whether and to what extent the current...more
What companies should consider fractional executive services? Can a CEO, CFO, COO, CTO, or other C-level executive be hired part-time to leverage their extensive experience and knowledge?...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
“Report cards” may bring to mind evaluating middle school students, not CEOs of multi-billion dollar companies. But over the last decade, some companies have adopted a CEO “self-assessment” for evaluating the performance of...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
In this new study, Equilar and the Rock Center for Corporate Governance at Stanford examine how COVID-19 has affected CEO compensation. Are boards focused more on making sure that CEOs have the right incentives to continue...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
This PubCo post discussing the Business Roundtable’s adoption of a new Statement on the Purpose of a Corporation concluded by observing (rhetorically) that the question teed up by the new BRT Statement was what all of the...more
How many people have strong opinions about most hot topics in corporate governance— staggered boards, proxy advisory firms or dual-class share structure? In Pay for Performance… But Not Too Much Pay: The American Public’s...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
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
As discussed in this PubCo post, in November of last year, the U.K. Government published a “Green Paper” on Corporate Governance Reform, which, in the face of rising economic inequality, sought “to consider what changes...more
Board Termination of the "Unethical CEO" - An important new study concludes that CEO terminations for ethical lapses (as a percentage of overall CEO successions) has dramatically increased over the last five years. The...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
One of the prevailing narratives of the recent Presidential election was that the same gestalt that drove the Brits to vote for Brexit also animated the pro-Trump forces and led to his presidential victory. Why then, when it...more
How to structure executive pay to drive performance over the long term—while avoiding pay levels that would be considered excessive—is a conundrum for compensation committees, consultants, proxy advisory firms and others...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
As reported in the WSJ, a new study from corporate-governance research firm MSCI showed that, over the long term, there was a signficant misalignment between CEO pay and stock-price performance. The study looked at CEO pay...more
Initiatives by Congress, the Securities and Exchange Commission (SEC), activist shareholders, and federal and state courts from 2015 will reshape public company disclosure and policies, and offer new avenues for private...more
Even though pay-ratio disclosure will not need to appear in proxy statements before 2018, companies are still starting to fret about how their ratios will compare with their peers and whether an unseemly gap might be...more
On August 5, 2015, the Securities and Exchange Commission (“SEC”) adopted rules, as directed by Congress in Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Section 953(b)”), to require...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