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Jones Day

Board Leadership in Navigating Volatility

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Public company boards are facing an unprecedented convergence of destabilizing forces, including geopolitical shocks, inflation, supply-chain disruptions, social unrest, and rapid technological change. At the same time,...more

Compliance and Ethics: Ideas & Answers

Codes of conduct: Actual, apparent and potential conflicts of interest

Preventing and mitigating conflicts of interest (COI) is a mainstay of many corporate compliance and ethics (C&E) programs. And because there is no all-embracing COI legal regime (the way there is for, e.g., antitrust),...more

Latham & Watkins LLP

Recent Developments for UK PLCs - December 2024

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On 15 November 2024, the FCA released Primary Market Bulletin 52, offering guidance on compliance with MAR and DTR requirements, particularly in identifying and disclosing inside information, managing shareholder...more

Thomas Fox - Compliance Evangelist

Boeing: Accept the Omnibus Monitor Approach

I recently wrote a series of blog posts and articles on why the Department of Justice (DOJ) should think big and go big with a completely new approach to the monitorship for Boeing under its agreement to take a guilty plea....more

Thomas Fox - Compliance Evangelist

Design-Centric Internal Controls: The Foundation for Compliance Excellence

The dynamic world of compliance is continually evolving. New regulations, emerging technologies, and changing market conditions demand that organizations remain vigilant and proactive in their compliance efforts. One crucial...more

Morrison & Foerster LLP - MoFo+

Celebrating Black History Month: A Conversation With Anita Hill

MoFo continued its celebration of Black History Month by hosting a fireside chat with Washington, D.C. partner Val Dahiya and guest speaker Anita Hill. A Brandeis University Professor of Law, Social Policy & Women’s and...more

DarrowEverett LLP

Diversity Driven Derivative Suits: Culture Wars Come to the Boardroom

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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

Mintz

A Cup of Coffee - and a Dismissal - To Go

Mintz on

Last month, Federal District Court Judge Stanley A. Bastian dismissed at oral argument a shareholder suit challenging the Starbucks DEI initiatives. The Court has now issued a brief, yet informative written decision that in...more

Foley & Lardner LLP

Cultural Alignment in Mergers and Acquisitions: The Key to Successful Integration

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The iconic management theorist Peter Drucker made famous the notion that “culture eats strategy for breakfast.” In other words, the culture of your company is correlated more closely to your company’s ultimate value and...more

Cooley LLP

Workplace sexual harassment has a cost—to shareholders

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Workplace sexual harassment and related misconduct—a toxic boys’-club atmosphere—led to three recent cases against McDonald’s, its management and board. And studies have shown that workplace sexual harassment can have...more

Bennett Jones LLP

Delaware Court Extends a Director's Duty of Oversight to Officers—What Could This Mean for Canadian Directors and Officers?

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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

Latham & Watkins LLP

Delaware Court Confirms Corporate Officers’ Duty of Oversight - Lessons for UK Companies

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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

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Winter 2023

In the current environment, tax-free spinoffs may be the best option for companies focusing their business lines, we explain in this issue of The Informed Board. Spin-offs do not depend on third parties, and they preserve...more

Thomas Fox - Compliance Evangelist

Expanding Compliance Obligations of the Board – Part 4: Boeing

The final case on the Board’s expanding obligations regarding compliance oversight is Boeing, which was decided earlier this year. This action is yet more from the continuing fallout of the Boeing MAX 737 disaster. As Mike...more

King & Spalding

HCM Disclosures Reaches Tipping Point

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Many boards have devoted additional time to human resources in recent years as investors and other stakeholders have demanded greater board involvement with “human capital management” (“HCM”). HCM is a broad concept that...more

The Volkov Law Group

The Business Roundtable’s Restatement of Corporate Purpose: A Big Step or a Fig Leaf? (Part I of III)

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Frankly, I have to admit my reaction to the recent Business Roundtable’s issuance of a new Statement on the Purpose of a Corporation, which was signed by 181 CEOs who committed to lead their companies for the benefit of all...more

White & Case LLP

E&S Disclosure Trends in SEC Filings 2018 – 2019

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In light of the increased spotlight on environmental, social and governance (“ESG”) disclosures, White & Case’s Public Company Advisory Group conducted a survey of environmental and social (“E&S”) disclosures in the...more

Womble Bond Dickinson

Will Corporations Be Required To Become Social Activists?

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The corporate world may be anticipating its biggest change since the SEC Act of 1934. As enormous companies stretch across nations, they are expected to become progressive citizens of the world, not simply money generating...more

The Volkov Law Group

The 5 Key Ingredients to a Culture of Ethics

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Every company wants to create a culture of ethics. If the senior leadership ignores or downplays a culture of ethics, they have narrowed business opportunities for the company, its shareholders, and other stakeholders. A...more

Morgan Lewis

SEC Chair White Discusses Directors’ Responsibilities

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In a recent speech at the Stanford Directors’ College, SEC Chair Mary Jo White discussed several “things that directors should know about the SEC.” Her speech focused on directors as gatekeepers, self-reporting of wrongdoing,...more

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