Mergers and Acquisitions, Corporate Governance, Shareholder Activism
The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2020”.
SEC Disclosure and Reporting Developments
Recently, the US Securities and Exchange Commission continued to move forward with a number of disclosure effectiveness and simplification initiatives, the details of which are available in…
The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2020”.
Last year at this time, companies and boards were wrestling with the impact of the new revenue recognition standard and the new lease accounting standard. The next big innovation in accounting standards…
The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2020”.
According to a 2019 survey, Chief Legal Officers ranked data breaches as the most important issue keeping them “up at night.” Cybersecurity also remained top of mind for boards and other corporate…
The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2020”.
Increased regulation continues to be the trend in data privacy law, with 2019 bringing forth a host of new regulations and guidance on existing laws. This year, the pace will not likely…
The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2020”.
Investors and other stakeholders continue to focus on environmental, social and governance (ESG) issues at public companies, both as a driver of financial performance and as a factor of social importance.
The…
The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2020”.
We foresee investors continuing to both refine and expand their demands on corporate boards in 2020. With the particular focus on board refreshment and diversity, significant pressure is placed on nominating and…
The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2020”.
The era of stakeholder governance and corporations with a purpose beyond profits is taking hold, with corporate directors expected to answer to more constituencies and shoulder a greater burden than ever before.…
The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2020”.
Enforcement of anti-bribery, sanctions and money laundering laws remains a top priority for US authorities. In 2019, the US Department of Justice and civil regulators issued new or updated policies aimed at…
Recent changes in political climates, legal reforms and social norms have had varying (and sometimes conflicting) impacts on how companies are run; however, they have all contributed to a growing demand that companies expand their focus beyond shareholder value creation.
Environmental, social and governance concerns dominate shareholder proposals and engagement efforts, and discussions of corporate…
The SEC is taking renewed aim at earnings management, and this time it’s not just improper revenue recognition.
Both in its recent enforcement order against Marvell Technology Group – imposing s $5.5 million fine and a cease-and-desist order – and in its on-going action against Under Armour,[1] the SEC has focused on what, anecdotally, is not a terribly uncommon practice – accelerating (or “pulling in”) sales from a future quarter to the present in order to “close the gap between actual and forecasted revenue.”[2] In both cases, the schemes consisted of offering various incentives, such as “price rebates, discounted prices, free products, and extended payment terms”[3] to entice customers to accept products in the current quarter that they would not need until the next. In an environment of declining sales, these inorganic efforts to meet earnings numbers allegedly misled the market about the direction of the business.…
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