Governance
Where We’ve Been and Where We’re Going: Antitrust Law Updates and Their Reporting Obligations
The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) governs the timing of mergers, acquisitions and other transactions — and failure to comply can carry significant penalties. But firms and advisers should be aware of a raft of recent changes, which Nelson Mullins partner Carrie Hanger and her co-authors explore. The HSR Act governs the time for all closings for...
When Addressing the Digital Investment Question, Don’t Put the Cart Before the Horse
Smart organizations know the future is digital, and it’s not a question of “should we?” but “how much” when it comes to investing in digital transformation. But as Protiviti’s Jim DeLoach warns, many firms are still falling short of harnessing the full power of data. In the third decade of the 21st century, smart companies and boards representing all industries...
Executive Digital Hygiene: The Threat Is Coming From Inside the C-Suite
“Alexa, how many execs and board members of U.S. companies have unsecured home networks and open ports on public IP addresses?” The answer is: way too many. Experts warn that the modern attack surface has expanded, and board members’ homes are now the soft underbelly of enterprise security. Ignorance or negligence relating to securing today’s connected homes is creating substantial...
Global Insurer Warns Businesses That Current Events Could Be Catalyst for Civil Unrest
As the state of public discourse could become a flashpoint for demonstrations and dissent, differentiating between peaceful protests and violent public disturbances is vital. Businesses should prepare for a rise in strikes, riots, violent protests and other civil unrest as the cost-of-living crisis follows hard on the heels of the Covid pandemic, according to Allianz Global Corporate & Specialty (AGCS)....
Incoming ESG Regulatory Requirements: Why It’s About Strategy First, Metrics Second
Advice on preparing for ESG reporting: don’t move too fast. But also, don’t move too slowly. As regulators raise the bar, contemplating compliance with climate disclosures creates anxiety. As the public consultation season officially begins, businesses around the world are watching with anticipation as governments ramp up their ESG disclosure rules. This time, it’s not a matter of giving feedback...
‘Interlocking Boards’ Likely Targets of Increased Antitrust Investigations
Though not illegal (and rarely challenged), board interlocks at companies of all sizes now face almost certain scrutiny from an administration clearly serious about combatting market abuse and concentration of power. In opening remarks given before the 2022 Spring Enforcers Summit, Assistant Attorney General Jonathan Kanter revealed that the DOJ's Antitrust Division is increasing its efforts to enforce alleged violations...
DOJ is Using Existing Antitrust Law in Aggressive and Unconventional Ways. Compliance and the Board Should Take Stock.
Recent aggressive antitrust enforcement activity from the DOJ warrants re-evaluating whether existing corporate compliance programs adequately address organizational and individual antitrust risk. In particular, the DOJ is focusing more acutely on wages, wage fixing, non-compete agreements and related HR issues. These developments will require substantial engagement by the full compliance committee, including the chief legal officer and chief compliance officer,...
Best Way to Navigate the Climate Disclosures Movement? Listen to the Institutional Investors Driving the Conversation.
Intense focus on the environmental prong of ESG is being driven by a constellation of private actors. Institutional investors, in particular, are making their voices heard through the 2022 proxy season by urging companies to demonstrate meaningful progress on climate and environmental sustainability. And in fact, many companies are already doing so in an effort to distinguish themselves in the...
SEC is Poised to Clear the Air on ESG Reporting. That Means Your Company Has Less Than Six Months to Prepare.
Standardized rule-making on climate disclosures has lagged in the U.S. But no more. Observers like Karen Alonardo of NAVEX Global expect the SEC’s proposed rule to be adopted later this year. Alonardo shares insight into the proposal here, highlighting what companies must do to prepare for heightened disclosure requirements. For years, investors have sought information related to environmental emissions and...
In an Era of Heightened Transparency, Boards Must Bolster Compliance
Stakeholder capitalism in the ESG era may drive heightened expectations as well as regulations for reporting, transparency and accountability — plus greater pain for those who fail to achieve needed levels of compliance. BDO’s Amy Rojik suggests boards should take a proactive approach to ESG and similar stakeholder capitalism, ensuring sufficient resources, appropriate controls and focused communications. The Rise of...
What Constitutes Sustainable Activity? EU Taxonomy Has Compliance Lost in Shades of Green
What constitutes 'sustainable activity'? What does not? And what does it take to achieve compliance with the EU Taxonomy for Sustainable Activities? These are the questions that put European and international compliance officers in the ESG weeds.
Are You a Prepared Acquirer?
Boards of directors and company leadership tend to go about acquisitions in one of two ways. Some are presented with opportunities and react accordingly. Others determine what they want and go out and get it. The former strategy, argue the authors in this excerpt of The Synergy Solution, has set many the acquirer up for a fall. Successful M&A begins...
