Companies will face more scrutiny than ever in 2020, and general counsel must help executives and directors understand changing expectations of firm behavior...
General counsel and chief legal officers who have the added role of corporate secretary should familiarize themselves with corporate governance and U.S. Securities and Exchange Commission filings and regulations...
The unprecedented punishment of Major League Baseball’s Houston Astros is a wake-up call to general counsel, not just in sports but in every industry, to make sure the compliance message is reaching all employees...
Today’s column examines the extraordinary compensation and separation arrangements entered into in 2019 with Adam Neumann by The We Company (better known as WeWork) and SoftBank Group (SoftBank), the latter being a Japanese-based multinational conglomerate investing in a wide variety of businesses including WeWork...
In an article I wrote last month on attorney-client privilege, I discussed the potential for its abuse at the hands of unscrupulous lawyers attempting to impede discovery by framing nonprivileged materials as privileged. In a business setting, such as a board of directors meeting, for instance, the company may try to use counsel’s presence in a board meeting to argue that the content discussed at the meeting is privileged...
In an effort to increase female representation on corporate boards, California’s Senate recently passed a bill mandating that public companies based in the Golden State have at least one woman on their board by the end of 2019.
The legislation, SB-826, is now before California Gov. Jerry Brown, who has until Sept. 30 to sign it into law. If Brown signs the bill, the one-woman boardroom mandate...
... Derek Jeter offered a “cautionary tale” about the dangers of mixing roles in a corporate governance setting, the Court of Chancery noted last week...
Academics who profess expertise in corporate governance sometimes find themselves on very strange turf. That has been my status for the last two ...
According to Christopher Robertson of Seyfarth Shaw, federal courts are still split over who qualifies as a whistleblower under the Dodd-Frank Act. In the latest case, Berman v. Neo, in the Southern District of New York, the plaintiff said he reported to his ...
As 2014 draws to a close, it's a good time to take stock of what corporate boards of directors look like today and how their work can be improved in the future. A recent survey from the National Association of Corporate Directors (NACD) talked to more than ...
It's hard to think of a more uncomfortable situation for a board of directors than having to fire the chief executive officer. Los Angeles-based American Apparel Inc. had this experience on June 18 when the board announced it would give CEO and founder Dov ...
The Dodd-Frank Wall Street Reform and Consumer Protection Act was signed into law in 2010. Yet, one of its key provisions, Section 954, which deals with clawbacks of incentive-based executive compensation, has yet to be fully clarified by the U.S. ...
The calamitous rollout of the Affordable Care Act's website presents a clear governance lesson for any company's board of directors...
Most general counsel believe that having a lawyer sit on a company's board of directors improves corporate governance and encourages less corporate risk-taking, according to a new study...
“Flight” may have worked for the Knights of the Round Table when confronted by the Killer Rabbit, but it's unlikely to be an effective strategy for a board member faced with similarly challenging circumstances. That's the message from two recent Delaware ...
The controversy surrounding Rutgers University's basketball program has an important, if unusual, relevance to corporate governance—one that arises from the trend towards a more active and engaged board. It's a trend that suggests there are certain types
Perhaps nothing illustrates the clubby atmosphere of Silicon Valley quite like the tangled web of directors and consultants at many of the area's companies. The many concurrent roles that Valley players often take on — executive at one company, director at
As GC and corporate secretary, Barnes & Noble’s Gene DeFelice provides guidance to the company and the board on all corporate governance and Securities and Exchange Commission matters. But Liazos says the mistake is technically an accounting matter.
Worldwide, women represent just over 10 percent of board members, the most ever, according to an April report issued by GMI Ratings, an independent research firm that addresses issues of corporate governance. “I don’t think we can raise our ...