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 23, 2025, U.S. District Judge Dale S. Fischer of the Central District of California sentenced a former Chairman and CEO of a behavioral healthcare company to 42 months in federal prison. This conviction represents 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
2024 was a prolific year for activists, with 243 campaigns launched globally – the highest number since 2018. US activity was up modestly, and a busy year in Asia offset a quieter year in Europe. With the 2025 proxy season in...more
As most public companies enter their fourth fiscal quarter and look ahead to filing their Form 10-Ks and proxy statements, a recent settlement agreement announced by the Securities and Exchange Commission (the SEC) serves as...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
Background on Moonshot Award Practices - In the years leading up to the slowdown in the IPO markets in late 2021, it had become increasingly common for high-growth technology companies to grant large equity incentive...more
After George Floyd’s death in May 2020, companies (including their directors and officers) are facing increasing liability exposure and scrutiny from both sides of the political aisle relating to diversity, equity, and...more
One of the many great experiences I have been fortunate to have in my career is to meet some impressive leaders – at the Department of Justice, on Capitol Hill, and in corporations. To focus on the latter, I have met some...more
The plaintiffs in Chan v. ArcSOFT, Inc., 2023 WL 2788585, believed that they had been misled in a buyout of their shares and so they sued the company and its Chief Executive officer. One of the plaintiffs, Marc Chan, did not...more
UCLA Law Professor Stephen Bainbridge recently answered the question of whether shareholders may remove a corporation's chief executive officer and chairman of the board from a Delaware perspective. Like Delaware, California...more
In a case of first impression, the Court of Chancery held recently that officers, like directors, owe their companies a duty of oversight, although the scope of that will vary with their responsibilities. Two other Chancery...more
In a recent posting on the Business Law Prof [sic] Blog, William S. Boyd School of Law Professor Benjamin Edwards wrote about a recent order issued by Nevada state District Court Judge Timothy C. Williams. The case involved...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
Alexander M. Cutler, lead director of DuPont de Nemours, Inc. Q: Based on your experience, what are some of the key elements of a highly functioning board? A: Recognizing that there is no “one size fits all” blueprint, my...more
Environmental, Social, and Governance (ESG) issues are clearly going to be uppermost in the thoughts of CEOs and their corporate boards in 2022, if recent research by KPMG is anything to go by. ...more
In the last couple of years, many CEOs have felt the need to voice their views on political, environmental and social issues, such as racial justice and voting restrictions. For example, after the murder of George Floyd and...more
Last year, the City of Pontiac General Employees' Retirement System filed a derivative suit against the Board of Directors and Chief Executive Officer of Cisco Systems, Inc. The gist of the complaint was that the "Defendants...more
Professor Stephen Bainbridge recently addressed the question of whether a board of directors could delegate to the CEO the decision about when and whether to sell the company. Professor Bainbridge points out that the CEO is...more
BlackRock’s Chairman and Chief Executive Officer Larry Fink issued his annual letter to CEOs and a letter to clients on January 14, 2020. Both letters focused on the importance of climate change and sustainability in the...more
The death of Oracle CEO Mark Hurd in October has highlighted a longstanding public company dilemma: whether and when to disclose the news that a senior leader has a serious health challenge. Not only is the topic sensitive...more
Quick: Does your company have any insiders who either now or in the future may own $90 million or more in company stock? The CEO? The founder? A member of the board? If so, then now is the time for a crash course in the...more
John Jenkins yesterday wrote about the New York City Controller's initiative asking boards of directors to adopt a policy "requiring that the initial lists of candidates from which new management-supported director nominees...more
During the process of drafting and legislating the Companies Law 5759-1999, great emphasis was placed on the issues that arise in public companies with a controlling shareholder. In the 1990s, the vast majority of public...more
Concern for environmental and social issues has reached an inflection point. While traditional governance issues that have been a staple of investor advocacy and discussion (the “G” of ESG) continue to be important,...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