Innovation in Compliance: Gaurav Kapoor on Risk Management and the Role of AI in GRC
FCPA Compliance Report: Accountability in Times of Crisis: A Conversation with Tom Fox and Sam Silverstein
Sunday Book Review: August 17, 2025, The More Books from the Ethicsverse Library Edition
Compliance Tip of the Day: How a CFO Views Compliance and Risk
Data Driven Compliance – James Tillen on the Importance of Cross-Functional Collaboration in Complying with the FTPF Offense
2 Gurus Talk Compliance: Episode 57 — The Tom on His Highhorse Edition
AI Today in 5: August 15, 2025, The AI as Boss Episode
What to Do When Leadership Doesn’t Take Compliance Seriously
Daily Compliance News: August 14, 2025 The End of Dial Up Edition
Compliance Tip of the Day: Finance Models for Compliance
Compliance Tip of the Day - Extending Compliance Value Across Your Organization
Daily Compliance News: August 11, 2025, The Boss Doesn’t Work Edition
Adventures in Compliance: The Novels - The Valley of Fear, Sherlock Holmes’ Investigative Techniques for Today’s Challenges
FCPA Compliance Report - Episode 770 - Integrating ESG in Global Outsourcing: Insights from Inge Zwick
Sunday Book Review: August 10, 2025, The More Books from The Ethicsverse Library Edition
10 For 10: Top Compliance Stories For the Week Ending August 9, 2025
AI Today in 5: August 8, 2025, The Don’t Wait Episode
Data Driven Compliance: Understanding the ECCTA and Its Impact with Jonathan Armstrong
Innovation in Compliance: Operationalizing Trust at Scale: A Conversation with Amanda Carty on Compliance and AI
Hill Country Authors – Exploring the Challenges of a Green Transition with Tom Ortiz
On July 1, 2025, a federal court of appeals held that the SEC's regulation of proxy advice exceeded its authority and the SEC's 2020 proxy advisor regulations are not valid. The court closely tracks the district court's...more
On February 14, 2025, Judge Margo Brodie of the United States District Court for the Eastern District of New York granted a motion to dismiss a putative class action asserting claims under Sections 10(b) and 20(a) of the...more
On February 12, 2025, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14M (SLB 14M) setting forth staff guidance on shareholder proposals submitted...more
In our earlier blog post, we discussed Staff Legal Bulletin 14M (SLB 14M), which rescinded prior Staff Legal Bulletin 14L (SLB 14L). The staff of the US Securities and Exchange Commission (SEC) indicated that SLB 14M is...more
On February 12, the SEC’s Division of Corporation Finance issued Staff Legal Bulletin No. 14M (SLB 14M) to update its guidance on the “economic relevance” and “ordinary business” exclusions in Exchange Act Rule 14a-8, which...more
On February 11, 2025, the Securities and Exchange Commission Division of Corporate Finance (Corp Fin) posted two Compliance and Disclosure Interpretations (C&DIs): revised Question 103.11 and new Question 103.12 related to a...more
On February 12, the Staff (Staff) at the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14M (SLB 14M). Among other matters, SLB 14M rescinds Staff Legal Bulletin No. 14L (SLB 14L) and reinstates...more
On February 11 and 12, 2025, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) provided a pre-Valentine’s Day treat for public companies and shareholders to digest in the...more
Corp Fin has posted two new CDIs regarding filing of Schedules 13D and 13G under Exchange Act Sections 13(d) and 13(g) and related Rule 13d-1. The new CDIs address issues related to determining, for purposes of eligibility to...more
On February 12, 2025, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14M (SLB 14M), rescinding Staff Legal Bulletin No. 14L (Nov. 3, 2021)...more
On February 4, 2025, the Delaware Supreme Court, sitting en banc, determined that the Wrongful Acts alleged in a securities class action against Alexion Pharmaceuticals, Inc. had a “meaningful linkage” with the Wrongful Acts...more
In this earlier post, I commented on the preliminary proxy materials filed by P.A.M. Transportation Services, Inc. (nka PAMT Corp) At the time, my interest was the company's proposal to reincorporate in Nevada from...more
Just in time for the commencement of proxy season we have this reminder from SEC Enforcement about disclosures of related-person transactions. Failure to properly report on a related-person transaction has been a subject of...more
On Friday, the SEC announced settled charges against Vince McMahon, founder, controlling shareholder and former Executive Chair and CEO of World Wrestling Entertainment, for “knowingly circumventing WWE’s internal accounting...more
Public companies can breathe a sigh of relief, at least for now, that the Securities and Exchange Commission's 14a-8 regulatory process for excluding shareholder proposals remains intact....more
Nine years ago, I posed the question of whether the California General Corporation Law permits corporations to serve as directors. My answer at the time was "no" because Section 164 of the Corporations Code defines...more
On July 17, 2023, Delaware Governor John Carney signed into law the 2023 amendments to the General Corporation Law of the State of Delaware (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”), the...more
The Securities and Exchange Commission recently revisited two proxy-related matters by (a) adopting amendments to the proxy rules governing proxy voting advice and (b) proposing amendments to the shareholder proposal rule in...more
On July 13, 2022, the Securities and Exchange Commission (the “SEC”) proposed revisions to Rule 14a-8 under the Securities Exchange Act of 1934 to amend certain substantive bases on which U.S. public companies can exclude...more
On November 3 the SEC’s Division of Corporation Finance issued Staff Legal Bulletin 14L (SLB 14L) to provide new guidance on the application of the “ordinary business” and “economic relevance” exceptions to a public company’s...more
The SEC’s Division of Corporation Finance recently published Legal Bulletin 14L (CF) (the “Bulletin”) providing updated guidance on excluding shareholder proposals under Rule 14a-8 under the Exchange Act. Specifically, the...more
Climate-related issues have taken on an enhanced level of concern at the federal government level since the Biden administration rejoined the Paris Agreement in an effort to stem climate change impacts, and the administration...more
On November 3, 2021, the Division of Corporation Finance (“Corp Fin”) of the U.S. Securities Exchange Commission (“SEC”) released Shareholder Proposals: Staff Legal Bulletin No. 14L(CF) (the “SLB”) to provide information for...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
Section 311 of the California Corporations Code authorizes the creation of one or more committees. Unlike Delaware, a committee of the board must have two or more members. The board of directors may vest all of the...more