Governance

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...

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,...

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...

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...

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'? 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. 

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...

Forward-looking companies aren't waiting for taxes and regulations to balance the greenhouse gas emissions of their supply chains. They're taking advantage of decarbonization incentives. These carrots can lessen the balance sheet impact involved with making operations more efficient and less reliant on carbon. As customers, investors and regulators continue to pay close attention to corporate measures taken to combat climate...

You can't improve all the ESG compliance all the time. So how should boards triage and decide which issues deserve their attention? Helle Bank Jorgensen outlines four approaches — via compliance, strategy, ethics and data collection — that can help leadership decide what lies within their scope.  As Oliver Hardy often quipped onstage or onscreen to his partner Stan Laurel:...

A focus on ESG can seem tempting and, increasingly, mandatory for boards of directors. Those companies that make statements and commitments, however, should be prepared to carry through or face steep consequences. Scrutiny from regulators and stakeholders will continue to gain steam.

While global events and domestic regulation shifts continue to cause legal disruptions, UK GCs are also being asked to do more with less. Transactions are expected to move faster than ever, and C-suites increasingly require legal departments to demonstrate a more holistic business case for their operations.  With 93% of General Counsel (GC) now joining their company’s executive management teams,...

Around the world – and especially in APAC – robust correlations have emerged between business performance and board gender diversity. A new initiative is taking steps to increase gender inclusivity in Sri Lanka, a country where board diversity has been slow to increase.  It is becoming widely recognized that board diversity positively correlates with company performance. With varied perspectives and...