Governance

Board members who neglect risk oversight, in turn, risk exposure to lawsuits via Director and Officer (D&O) Claims in the fallout of a major safety lapse. Boeing's Board of Directors learned that firsthand in a settlement stemming from Caremark claims reached late last year. Last year, the Delaware Court of Chancery handed down a warning to directors and officers of...

The COVID-19 pandemic has proven an inflection point for the use of AI and ML technology in the health care sector. Regulators across jurisdictions have provided guidance, but many uses and implementations of AI remain in their infancy. To navigate this legal quagmire, boards will need to use every tool and resource at their disposal.  Health care industry investment in...

We've come a long way from the move fast and break things era. But C-suite and board members of any growing corporation inevitably reach a crossroads (or many crossroads) where they must choose between scaling aggressively and scaling ethically.  We should be celebrating the empathetic entrepreneur who understands customer needs deeply and figures out the responsible way to serve them,...

Sustainability has become the watchword of our modern moment. Shareholders may withhold investment from firms that don't center responsible environmental practices. Consumers demand sustainable goods and services, and an increasing share of workers seeking employment with firms that aim to address inequities. Corporations large and small have promised to do their part, but are they? A new survey shows that...

Many are quick to say that improving diversity, equity and inclusion (DEI) makes business sense for any company. But what does that actually look like for HR, risk and compliance professionals? In a chapter of his latest book, Intended Consequences, General Catalyst Managing Director Hemant Taneja describes three successful DEI initiatives and their positive downstream consequences.  It's common today for...

Where dollars go, regulation, reporting and risk follow. The demand and interest in ESG-aligned corporations shows no sign of ebbing, and businesses will need to do what they can to expand their ESG reporting and risk assessments. 2021 was a banner year for ESG (environmental, social, governance) investing, with nearly $650 billion invested into ESG-focused funds worldwide.  No one considers...

Emerging risks are those that cannot yet be fully assessed but could, in the future, affect the viability of an organization’s strategy and business model. A risk savvy culture sometimes calls for an informal adhocracy to identify emerging risks in a timely manner.

A diverse, equitable and inclusive culture contributes to organizations' success by positioning directors and senior executives to add value in evolving markets. Do your board and C-suite measure up? Diversity in the boardroom and the C-suite encompasses such attributes as education, experience, gender, racial and ethnic background, geographic origin, age, digital savvy and specific areas of expertise (e.g., M&A). There...

In recent years, corporate directors have faced an increased risk of shareholder derivative litigation, often based on claims of mismanagement or oversight failures. Insurance premiums have increased in kind, but a recent Delaware Supreme Court decision reverses this trend. Directors’ exposure to potential liability has increased as courts — once more deferential to boards — have increasingly permitted shareholders to...

In the event of Chapter 11 Bankruptcy, creditors often look to recover funds by individually targeting directors or officers (via D&O claims). Those who have a history of bad judgment, lack of dependence or failure to see looming issues could find themselves on the hook.

Implementing an ESG program at your business calls for far-sighted and informed decision-making. But that impulse often lies at odds with short-term fixations on quarterly performance.  This and myriad other quagmires lay in store for those who are tasked with ESG compliance.  ESG — the initials that are transforming corporate missions, purposes and structures, fueled by stakeholder and investor demand....

Per a recent BDO survey, the concerns of many directors remain all-too familiar to compliance departments. Results indicate where leaders plan to divert their resources in the near- and medium-term. A company’s board plays a pivotal role in both compliance and business continuity, which is especially important after the past 18-plus months of disruption have coincided with a push for...