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This high-level overview of a couple of noteworthy DOL regulatory initiatives should be useful for boards and management teams alike.  The first  is a proposed amendment to a popular “prohibited transaction” exemption, which, if passed, will have a significant impact on many financial contracts, including existing loan and ISDA contracts.  The second is a final regulation governing ERISA plan investments, which could alter how plan investors consider ESG as part of their investment strategy and manage their investments in public companies…
Continue Reading The DOL Finalizes Yet Another Rule on ESG and Proxy Voting and Proposes Significant Amendments to the QPAM Exemption

The Delaware legislature recently amended Delaware’s General Corporation Law (DGCL) to allow corporations to limit the personal liability of corporate officers for money damages for breaches of their fiduciary duty of care. Prior to this amendment, Delaware only allowed for such “exculpation clauses”—which must be set forth in the certificate of incorporation—for corporate directors.
Continue Reading Delaware Extends Exculpation from Personal Liability to Senior Officers

The Securities and Exchange Commission (SEC) and Department of Justice (DOJ) ramped up their enforcement efforts in 2022, often in highly coordinated actions, including with other regulatory agencies such as the Commodity Futures Trading Commission (CFTC), Department of the Treasury’s Office of Foreign Assets Control (OFAC) and Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN).
Continue Reading Accelerated Pace and Increased Regulatory Expectations in Enforcement and Compliance Investigations

Two significant rules adopted this year in the area of executive compensation are the so-called “pay vs. performance” rules (PVP Rules) and rules on mandatory clawback of incentive compensation (the Clawback Rules). This memo focuses on insights and considerations that have arisen since the passage of the rules and highlights some practical takeaways for boards and management teams as we collectively work through compliance with rules that, in many cases, have created significant unanswered questions.
Continue Reading SEC Parties Like Its 2010: Adopts Long-Awaited Executive Compensation Regulations Under Dodd-Frank

The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2023”.

In March 2022, the U.S. Securities and Exchange Commission (SEC) issued for public comment a rule proposal regarding certain climate-related disclosures that reporting companies would need to include in their registration statements…

The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2023”.

In 2022, public companies witnessed a new kind of corporate governance activism.

New rules and regulations from the Securities and Exchange Commission (the SEC) use the lever of mandated disclosure to push…

The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2023”.

Over the past year, public companies have faced an onslaught of external pressures, including an uncertain economy, an ongoing pandemic with changing rules and best practices and increasing demands from various stakeholders.…