Daily Compliance News: August 5, 2025, The Staying Focused Edition
Five Tips for a New Public Company Director
Everything Compliance: Shout Outs and Rants: Episode 156
Daily Compliance News: June 17, 2025, The JBS Goes Public Edition
Everything Compliance: Episode 155, To Tesla and Beyond Edition
Everything Compliance: Shout Outs and Rants - Episode 155
Compliance into the Weeds: Of Wal-Mart, Tariffs and Stakeholder Capitalism
Daily Compliance News: May 15, 2025, The Downfall in Davos Edition
Daily Compliance News: March 28, 2025, The Cave or Go To Trial Edition
FCPA Compliance Report: Celebrating the 2025 World’s Most Ethical Companies: Highlights with Erica Salmon Byrne
The SEC's Reach Beyond Publicly Traded Companies
PODCAST: Williams Mullen's Raising Capital 101: A Securities Podcast - What is a Public Offering?
PODCAST: Williams Mullen's Raising Capital 101: A Securities Podcast - What Are the Differences Between Private & Public Offerings?
“Monsters, Inc.” y el buen gobierno corporativo
Meeting the Proposed SEC Climate Disclosure Requirements
The Justice Insiders Podcast - Human Beings: Cybersecurity's Most Fragile Attack Surface
JONES DAY TALKS®: Court Grants Stay on SEC’s Climate Disclosure Rule, but Companies Should Continue Preparations
Equity Award Delegations for Publicly Traded Companies — The Consumer Finance Podcast
SEC’s New Cyber Rules for Publicly Traded Companies — The Consumer Finance Podcast
PLI's inSecurities Podcast - Commissioner Uyeda on “the Perils of Regulation by Theory and Hypothesis”
Glass Lewis, a leading proxy advisory firm, recently released a preview of changes to its pay-for-performance model that will take effect for the 2026 proxy season. Glass Lewis’ announcement, which is modest in terms of...more
The Securities and Exchange Commission (SEC) held its Roundtable on the executive compensation disclosure requirements at its headquarters in Washington, DC on June 26, 2025. Chairman Paul S. Atkins set the tone in his...more
In May 2025, the Committee of Sponsoring Organizations of the Treadway Commission (COSO), in collaboration with the National Association of Corporate Directors (NACD), released a public exposure draft of a new,...more
As previously discussed in our Corporate Governance Insight on March 20, 2025, certain companies and investors continue to reassess whether to incorporate or form in the state of Delaware or move to another state. A recent...more
We have seen, a mere few months into President Trump’s second term, a remarkably transformational set of priorities across the federal government, which have had dramatic impacts on the private sector generally and public...more
Most director resignations are routine affairs, but that was not the case with a recent and very public director resignation. This resignation and others like it may serve as a cautionary tale for any board. In this week’s...more
The U.S. Securities and Exchange Commission (“SEC”) recently issued a press release announcing that it will host a public roundtable on June 26, 2025, to discuss executive compensation disclosure requirements. The event will...more
On Friday, the SEC announced that it would host a roundtable on executive compensation disclosure requirements on June 26th with investor and public company representatives (and others) as part of the process “to ensure that...more
On May 16, 2025, the U.S. Securities and Exchange Commission announced that it will host a Roundtable on Executive Compensation Disclosure Requirements on June 26, 2025. SEC Chairman Paul S. Atkins issued a statement on the...more
Well-run boards are constantly evaluating their own make-up, including the optimal mix of skills and experience among their directors. In an interview with The Informed Board, Judy Bruner discusses the ways in which a variety...more
1. Types of Business Entities - Italian law provides multiple forms of organizational structures to do business in Italy. They differ from one another due to the extent of liability undertaken by its members. In...more
The current proxy season presents new challenges and opportunities for U.S. companies as they face shifting expectations regarding board diversity. There are a number of notable developments. The Fifth Circuit Court of...more
Only a short time has elapsed since President Trump named Mark T. Uyeda as Acting Chair of the Securities and Exchange Commission (“SEC”) on January 21, 2025. Already, however, the regulatory climate has shifted significantly...more
This Cooley Alert that I blogged about earlier today – penned by Brad Goldberg, Beth Sasfai, Luci Altman, and Michael Mencher – has been updated for this development...more
In a rare move to update its voting policies in the midst of proxy season, ISS issued this press release stating it will no longer consider a board’s gender, racial or ethnic diversity when making director election...more
In 2018 and 2020, California enacted laws mandating that publicly held corporations (as defined) having their principal executive offices in California have specified minimum numbers of directors who are female and from...more
Dual-class share structures involve two or more classes of authorized common stock, with one class having the traditional one vote (or, in the rare case of Snap, no votes) per share, and the other class having multiple votes...more
As part of proceedings brought by activist shareholders of Nano Dimension, an Israeli incorporated Nasdaq traded company, the District Court ruled that ADS (American Depository Share) holders should be treated as shareholders...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
Public companies always have an abundance of priorities to address, and defending against shareholder activism is increasingly at the top of the agenda. Across industries and market caps, today's activists are more aggressive...more
The latest edition of Davies’ Governance Insights is now available. In this issue, we review 10 developments that general counsel and directors of Canadian public companies, and their investors, should know for 2025 and...more
Institutional Shareholder Services (ISS) has released updates to its Canadian proxy voting guidelines for the 2025 proxy season. The ISS updates are effective for shareholder meetings occurring on or after February 1, 2025....more
Corporate governance practices vary significantly among public companies. This reflects many factors, including: ..Differences in their stage of development, including the relative importance placed on various business...more
At what point has a director served too long? What about term limits? A mandatory retirement age? When do a director’s skills become stale? These issues are addressed in this issue of The Informed Board, as well as why proxy...more
SEC Penalizes Director for Misleading D&O Questionnaire Response - The SEC recently brought an enforcement action against a director for causing violations of the proxy rules by failing to disclose a close personal...more