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Last week saw two notable settlements of enforcement actions brought under the Foreign Corrupt Practices Act (the "FCPA") that underscore the importance of robust processes for following up on negative internal audit findings and performing risk-based due diligence on third parties.

On March 23, 2020, Stephanie Avakian and Steven Peikin, co-directors of the Securities & Exchange Commission's ("SEC") Division of Enforcement, issued a statement reminding public companies, officers...

Just back from another excellent CompensationStandards.com/NASPP Annual Conference.

Under Court of Chancery Rule 15(aaa), in response to a motion to dismiss filed under Chancery Rule 12(b)(6) or 23.1, a plaintiff may file an amended complaint without leave in lieu of filing an answering brief.

Over the years, I have commented on the fact that the California Court of Appeal has yet to apply In re Caremark International Inc., 698 A.2d 959 (Del. Ch. 1996) to the directors of a California corporation.

This past Tuesday, the Court of Chancery held that causing a corporation to take a public stance on a matter of public controversy is a business decision for which the Board of Directors...

I recently authored an article for IR Magazine on "CSR and the Role of the Board." In looking at board oversight in the area of CSR, one source that I relied upon was the 2010 report, Board Oversight of Environmental and Social Issues, published by Calvert Asset Management Company and The Corporate Library.

Recent SEC actions on the topic of cybersecurity heralds the coming of enforcement actions against public companies for cyber breaches.

An increasingly important responsibility of the general counsel is to advise the corporation, and its officers and directors, on the application and extent of insurance/advancement and indemnification protections.

A Delaware court has ruled on the enforceability of directors and officers insurance coverage in relation to SEC disgorgement settlements, addressing a critical question for corporate governance and insurance...

Founders and controlling stockholders often seek to retain control over their companies even after taking them public, typically via high-vote share classes...

In In re Investors Bancorp, Inc. Stockholder Litigation, No. 169, 2017, 2017 WL 6374741 (Del. Dec. 13, 2017), the Delaware Supreme Court limited the ability of directors ...

Yesterday, the Directors Guild of America and the Association of Independent Commercial Producers reached a tentative agreement on a new Commercials Contract.

The guide begins with a valuable lexicon of ESG and sustainability terminology to provide corporate directors with a baseline to understand the conversation.

In December, the NASDAQ proposed new listing rules that—if implemented—would require companies to (i) disclose information about the diversity of their directors on an annual basis and (ii) have at least two diverse directors, ...

The FDIC Board of Directors approved the appointments of of Chief of Staff and Chief Operating Officer under FDIC Acting Chair Martin J. Gruenberg.

On August 25, 2022, the U.S. Securities and Exchange Commission adopted final rules implementing the "pay versus performance" provisions of the Dodd-Frank Act.