“Monsters, Inc.” y el buen gobierno corporativo
Revisiting Financial Institution Incentive Compensation Rules Under Dodd-Frank — The Consumer Finance Podcast
What the Delaware McDonald's Decision Means for Corporate Officers and Compliance Programs
In the Boardroom With Resnick and Fuller - Episode 4
Compliance into the Weeds - McDonald’s and Duty of Corporate Officer Oversight
Nonprofit Basics: Designators, Members, Directors, Officers: The Who’s Who of Nonprofit Governance
How to Secure Advances to Fund Legal Fees
Change of Control: Golden Parachute Rules in the Sale Process
Bar Exam Toolbox Podcast Episode 124: Listen and Learn -- Duty of Loyalty (Corporations)
Law School Toolbox Podcast Episode 282: Listen and Learn -- Duty of Loyalty (Corporations)
The Responsible Corporate Officer Doctrine and the Food, Beverage and Agribusiness Industry — What You Need to Know
Compliance Perspectives: Compliance Challenges in India
Compliance Perspectives: The German Corporate Sanctions Act
Nota Bene Episode 94: Mapping COVID-19’s Impact on American Bankruptcy and Restructuring with Edward Tillinghast
Top Three Cybersecurity Misconceptions
D&O in Brazil and Latin America
CorpCast Episode 2: Advancement 101
Homebuilder Series Webinar: Fiduciary Duties & Auditor Liability
FCPA Compliance and Ethics Report-Episode 117-the Avon FCPA Enforcement Action
“Curiosity killed the cat” is a proverb “used to warn of the dangers of unnecessary investigation or experimentation” (Wikipedia) or is an idiom “said to warn someone not to ask too many questions about something” (Cambridge...more
Mexico’s Transparency International Corruption Perception Index (CPI) was published on Jan. 30, 2024. It aims to annually evaluate countries regarding the level of corruption perceived in the public sector. The CPI evaluates...more
Traditionally deployed to protect a corporation from its board’s imprudent investment or financial decision-making, in recent years shareholders have taken to bringing derivative actions on a corporation’s behalf for its...more
In a recent decision, the Delaware Court of Chancery determined for the first time that corporate officers owe a duty of oversight under Delaware Law. The case, In re McDonald’s Corporation Stockholder Derivative Litigation,...more
Overview - On 26 January 2023, the Delaware Court of Chancery (the Court) issued an important decision for corporations and their officers, finding for the first time that corporate officers—not just directors—owe a fiduciary...more
In the United States, corporate directors owe, as a subset of their duty of loyalty, a duty to monitor and oversee the operations of the company, referred to as the "duty of oversight" in this blog. This duty is known as the...more
The US decision reminds UK companies and their officers to identify and report red flags about misconduct in the workplace. Certain shareholders of McDonald’s Corporation (the Company) sued David Fairhurst, the Company’s...more
In a significant and far-reaching development in Delaware corporate law, the Delaware Court of Chancery recently held in In re McDonald’s Corporation Stockholder Derivative Litigation, C.A. No. 2021-0324-JTL (Del. Ch. Jan....more
Human Resources Executives and Chief Compliance Officers now face the potential for increased personal liability following a first-of-its-kind decision from a Delaware court, which established the fiduciary duty of oversight...more
Last year, we discussed how stockholder complaints concerning environmental, social, and governance (“ESG”) issues were making their way to the courtroom and, specifically, how the Delaware Court of Chancery and Supreme...more
On January 25, 2023, the Delaware Chancery Court issued its ruling in In re McDonald’s Corporation Stockholder Derivative Litigation, C.A. No. 2021-0324-JTL (Del. Ch. Jan. 26, 2023), holding for the first time that a...more
In In re McDonald’s Corp. Stockholder Derivative Litigation, No. 2021-0324 (Del. Ch. Jan. 26, 2023), the Delaware Court of Chancery (Laster, V.C.) held that officers of a Delaware corporation are subject to a fiduciary duty...more
At conference after conference, we continue to hear the statistic that up to 70% of change initiatives fail. For many people this resonates with the challenges of driving organizational change. However, while this statistic...more
Our Virtual Regional Compliance Conferences provide updates on the latest news in regulatory requirement, compliance enforcement, and strategies to develop effective compliance programs. Watch, listen, and ask questions from...more
The Situation: Directors and executives are largely responsible for the culture of companies, and regulators are seeking to hold them accountable for misconduct that can be traced to poor culture. The Key Message: Culture...more
In October 2019, the Israel State Attorney published a new guideline on its office’s policy when considering the prosecution of a corporation, as well as on how it should determine its position on the manner of punishing...more
On April 30, 2019, Assistant Attorney General Brian A. Benczkowski announced the release of an updated version of the Criminal Division's "The Evaluation of Corporate Compliance Programs" during a keynote address at the...more
Part 1 of the Corporate Compliance Guidance addresses the following elements of a well-designed compliance program: risk assessment, policies and procedures, training and communications, confidential reporting structure and...more
In a major development in ethics and compliance program expectations, the Justice Department has issued a new and important revised guidance on the Evaluation of Corporate Compliance Programs....more
In 2018, victims and their supporters decried sexual harassment in the workplace. They argued for the right, the freedom, the luxury to work without fear of gender-based harassment or discrimination. Prominent and powerful...more
In December 2017, the Delaware Supreme Court issued a significant decision addressing compensation for boards of directors. The opinion also addresses compensation of members of management who serve on the board of directors....more
A company’s character includes avoiding the appearance of, or actual, conflicts of interest. Compliance professionals need to pay more attention to conflicts of interest. In some instances, companies have not even adopted...more
This week the Houston Texans unceremoniously cut the franchise’s greatest player in its short history, receiver Andre Johnson. This was after his being hauled into the office of the head coach and being told that he would...more
This post continues my exploration of internal controls and how companies can demonstrate compliance with the internal controls requirement under the Foreign Corrupt Practices Act (FCPA) by adherence to the COSO 2013...more